Common use of Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required Clause in Contracts

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of (i) any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) any existing statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its properties, except, in the case of clauses (i) and (iii) above, for such breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time, would be in default) (“Default”) under its charter, by-laws or constitute a default underorganizational documents, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which the Company or any of its subsidiaries is bound it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, an “Existing Instrument”) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except with respect to clauses (ii) any and (iii) only, for such Defaults or violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement and consummation of the provisions of transactions contemplated hereby or by the Certificate of IncorporationProspectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter, Byby-laws or similar organizational documents of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any existing violation of any statute, orderlaw, rule rule, regulation, judgment, order or regulation decree applicable to the Company or any of its subsidiaries of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, in the case of clauses (i) and (iii) above, for such breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no . No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and applicable state securities or blue sky laws and from laws. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the “FINRA”). None right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its Significant Subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time, would be in default) (“Default”) under its charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, in the case of with respect to clauses (iii) and (iii) aboveonly, for such breaches Defaults or violations which as would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or prevent or be reasonably likely to prevent by-laws of the Company from performing or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its obligations hereunder; subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and no (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, with respect to clause (ii) only, for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, and, with respect to clause (iii) only, for such violations as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company’s ability to consummate the transactions contemplated hereby, by the Disclosure Package and by the Prospectus. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its Significant Subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time or both, would be in default) (“Default”) under its charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, in the case of with respect to clauses (iii) and (iii) aboveonly, for such breaches Defaults or violations which as would not, individually or in the aggregate, have aggregate result in a Material Adverse Effect Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or prevent or be reasonably likely to prevent by-laws of the Company from performing or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its obligations hereunder; subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and no (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, the Trust Indenture Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its Significant Subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time or both, would be in default) (“Default”) under its charter or constitute a default underby laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its propertiesor their properties (each a “Governmental Entity”), as applicable, except, in the case of with respect to clauses (iii) and (iii) aboveonly, for such breaches Defaults or violations which as would not, individually or in the aggregate, have aggregate result in a Material Adverse Effect Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or prevent or be reasonably likely to prevent by laws of the Company from performing or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its obligations hereunder; subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and no (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any Governmental Entity. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency Governmental Entity is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, the Trust Indenture Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale None of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result Main Street Entities are in a breach or violation of or default under (i) any of the terms or provisions oftheir respective charter, by-laws, or constitute a default under, any similar organizational document; (ii) any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement or instrument instrument, including any Portfolio Company Agreement to which the Company or any of its subsidiaries is they are a party or by which the Company or any of its subsidiaries is bound or to which any of the property properties or assets of the Company or any of its subsidiaries is are subject, (ii) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or ; and (iii) any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company them or any of its subsidiaries or any of its their properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) aboveherein, for such breaches violations or violations which defaults as would not, individually or in the aggregate, have a Material Adverse Effect Effect. No person has the right to act as an underwriter or prevent or be reasonably likely as a financial advisor to prevent the Company from performing its obligations hereunder; in connection with or by reason of the offer and no sale of the Shares contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby and by the Prospectus and the Disclosure Package (i) have been duly authorized by all necessary corporate action, have been effected in accordance with Section 23(b) of the 1940 Act (subject to the provisions applicable to BDCs under, and pursuant to Section 63 of the 0000 Xxx) and will not result in any violation of the provisions of the charter or bylaws of the Company, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement by the Company or consummation of the transactions contemplated hereby, hereby and by the Prospectus and the Disclosure Package or by the ProspectusPackage, except such as have already been obtained or made by the Company and are in full force and effect under the Securities Act, 1933 Act and the 1940 Act and such as may be required under any applicable state securities or blue sky laws and laws, from the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). None ) or under the rules and regulations of the Company or any of its subsidiaries is New York Stock Exchange (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect“NYSE”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its Significant Subsidiaries is (i) any in violation of its certificate of incorporation, articles of incorporation, bylaws or other charter documents or (ii) in default (or, with the terms giving of notice or provisions oflapse of time or both, or constitute a default under, would be in default) (“Default”) under any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, exceptas applicable, except in the case of clauses (iii) and (iii) above, for such breaches Defaults or violations which as would not, individually or in the aggregate, have a Material Adverse Effect Effect. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the certificate of incorporation or prevent bylaws of the Company, or be reasonably likely to prevent of the charter documents of any of its subsidiaries, (ii) will not conflict with or constitute a breach of, or a Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company from performing or any of its obligations hereunder; subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and no (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except for such except in the case of clauses (ii) and (iii) above, for such conflicts, violations, breaches, Defaults, charges or encumbrances as would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and or performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time, would be in default) (“Default”) under its charter, by-laws or constitute a default underorganizational documents, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which the Company or any of its subsidiaries is bound it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, an “Existing Instrument”) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except with respect to clauses (ii) any and (iii) only, for such Defaults or violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement and consummation of the provisions of transactions contemplated hereby, by the Certificate of IncorporationDisclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter, Byby-laws or similar organizational documents of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any existing violation of any statute, orderlaw, rule rule, regulation, judgment, order or regulation decree applicable to the Company or any of its subsidiaries of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, in the case of clauses (i) and (iii) above, for such breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no . No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of Neither the Securities and the compliance by the Company with all of the provisions of the SecuritiesCompany, the Indenture and this Agreement and the consummation Operating Partnership nor any of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of their subsidiaries is (i) any in violation or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its declaration of trust, charter, bylaws or similar organizational documents, as the terms or provisions ofcase may be, or constitute a default under, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which the Company or any of its subsidiaries is it may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each an “Existing Instrument”), (ii) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries such subsidiary or any of its properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) above), for such breaches Defaults or violations which as would not, individually or in the aggregate, have a Material Adverse Effect Effect. The Company’s and Operating Partnership’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all requisite action and will not result in any Default under the declaration of trust, charter, bylaws or prevent similar organizational documents of the Company, the Operating Partnership or be reasonably likely any of their subsidiaries, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to prevent the Company from performing Company, the Operating Partnership or any of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Operating Partnership or any of their subsidiaries or any of its obligations hereunder; and no or their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s or the Operating Partnership’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or and by the Prospectus, except such as have been obtained or made by the Company and the Operating Partnership and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result its subsidiaries is in a breach or violation of its charter or by-laws or is in default (ior, with the giving of notice or lapse of time, would be in default) any of the terms or provisions of, or constitute a default under, (“Default”) under any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is bound them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (ii) any of the provisions of the Certificate of Incorporationan “Existing Instrument”), By-laws or similar organizational documents of the Company or (iii) any existing statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its properties, except, in the case of clauses (i) and (iii) above, except for such breaches or violations which Defaults as would not, individually or in the aggregate, have result in a Material Adverse Effect Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or prevent or be reasonably likely to prevent by-laws of the Company from performing or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its obligations hereunder; subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and no (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary except, in the case of (iii), for such violations as would not result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or hereby and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and from the NYSE and such as may be required under applicable state securities or blue sky laws or foreign securities laws and from the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (the “FINRANASD”)) and the filing of this Agreement on Form 8-K pursuant to the Exchange Act. None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its Subsidiaries is (i) any in violation or is in default (or, with the giving of the terms notice or provisions oflapse of time, would be in default) (“Default”) under its charter or constitute a default underbylaws, (ii) is in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company it or any of its subsidiaries is bound them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiaries is subjectsubject (each, (ii) any of the provisions of the Certificate of Incorporationan “Existing Instrument”), By-laws or similar organizational documents of the Company or (iii) is in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries Subsidiaries or any of its properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) aboveonly, for such breaches or violations which as would not, individually or in the aggregate, have result in a Material Adverse Effect or prevent or be reasonably likely to prevent Change. The execution, delivery and performance of this Agreement by the Company from performing and, with respect to Section 17 of this Agreement, by each of the Subsidiaries, and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or bylaws of the Company or any of its obligations hereunder; Subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Events (as defined below), liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change, and no (iii) will not result in any violation of any law, regulation, order or decree applicable to the Company or any of its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its Subsidiaries or any of its or their properties, except for such violations as would not, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement or by the Company and, with respect to Section 17 of this Agreement, by the Subsidiaries and consummation of the transactions contemplated hereby, by the Disclosure Package or and by the Prospectus, except such as have been obtained or made by the Company or its Subsidiaries and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (the “FINRANASD”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iiiB) onlysuch consents, defaults approvals, authorizations, orders, registrations or qualifications that, if not obtained or made, would not individually or in the aggregate, would not have aggregate result in a Material Adverse EffectChange. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or its Subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its Significant Subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time or both, would be in default) (“Default”) under its articles of incorporation, charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, in the case of with respect to clauses (iii) and (iii) aboveonly, for such breaches Defaults or violations which as would not, individually or in the aggregate, have aggregate result in a Material Adverse Effect Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the articles of incorporation, charter or prevent or be reasonably likely to prevent by-laws of the Company from performing or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its obligations hereunder; subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and no (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect.is

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time, would be in default) (“Default”) under its charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, an “Existing Instrument”), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, such subsidiary or any of their properties, as applicable. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and by the Prospectus and the issuance and sale of the Shares (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or by-laws of the Company or any subsidiary, (ii) any of will not conflict with or constitute a breach of, or Default under, or result in the provisions of the Certificate of Incorporation, By-laws creation or similar organizational documents of the Company or (iii) any existing statute, order, rule or regulation imposition of any court lien, charge or governmental agency encumbrance upon any property or body having jurisdiction over assets of the Company or any of its subsidiaries pursuant to, or require the consent of any of its propertiesother party to, exceptany Existing Instrument, in the case of clauses (i) and (iii) abovewill not result in any violation of any statute, for such breaches law, rule, regulation, judgment, order or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely decree applicable to prevent the Company from performing its obligations hereunder; and no or any subsidiary of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, any subsidiary or any of their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, hereby and by the Disclosure Package or and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority Nasdaq Global Market and NASD Inc. (the “FINRANASD”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result nor its subsidiary is in a breach or violation of (i) any of the terms its charter or provisions ofby-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or constitute a is in default under(or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, deed of trustcredit agreement, loan agreement note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or instrument relating to indebtedness) to which the Company or any of its subsidiaries subsidiary is a party or by which the Company it or any of its subsidiaries is bound them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not be expected, individually or in the aggregate, to result in a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby and by the Registration Statement and the Prospectus and the issuance and sale of the Shares (including the use of proceeds from the sale of the Shares as described in the Registration Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of its subsidiaries is subjectany law, (ii) any of the provisions of the Certificate of Incorporation, By-laws administrative regulation or similar organizational documents of administrative or court decree applicable to the Company or (iii) any existing statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its propertiessubsidiary, except, in the case of the foregoing clauses (iii) and (iii) above), for such breaches defaults or violations which as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, hereby and by the Disclosure Package or by Registration Statement and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority or FINRA (the “FINRA”as defined below). None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiary.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change. The issue execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement Shares and the consummation of the transactions herein and therein contemplated by this Agreement will not not: (i) conflict with or result in a breach or violation of (i) any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the Certificate of Incorporation, Bycharter or by-laws or similar organizational documents of the Company or (iii) any existing statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its properties, except, in the case of clauses (i) and (iii) above, for such breaches or violations which would not, individually or result in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except forexcept, with respect to in the case of clauses (iii) and (iii) onlyabove, defaults thatfor any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, would not have a Material Adverse EffectChange. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares, compliance by the Company with this Agreement and the consummation of the transactions contemplated herein, except for such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws .

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue execution, delivery and performance of this Agreement and any Terms Agreement by the Company, the issuance and sale of the Securities and the compliance Shares by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein contemplated hereby and therein contemplated thereby will not (with or without notice or lapse of time or both) (i) conflict with or result in a breach or violation of (i) any of the terms or provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, encumbrance, security interest, claim or charge upon any property or assets of the Company or any Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries Subsidiaries is subject, (ii) result in any violation of the provisions of the Certificate of Incorporation, Bycharter or by-laws (or similar organizational documents analogous governing instruments, as applicable) of the Company or any of its Subsidiaries or (iii) result in the violation of any existing law, statute, orderrule, rule regulation, judgment, order or regulation decree of any court or governmental or regulatory agency or body body, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries Subsidiaries or any of its properties, their properties or assets except, in the case of clauses (i) and (iii) above, for any such breaches conflict, breach, violation or violations which default that would not, individually or in the aggregate, have a Material Adverse Effect Effect. A “Debt Repayment Triggering Event” means any event or prevent condition that gives, or be reasonably likely to prevent with the Company from performing its obligations hereunder; and no consentgiving of notice or lapse of time would give the holder of any note, approval, authorization debenture or other order ofevidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or registration repayment of all or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance a portion of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made indebtedness by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse EffectSubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue Neither Company’s execution, delivery and sale performance of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein contemplated hereby and therein contemplated by the Prospectus nor the fulfillment of the terms hereof will not conflict with or with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or is subsidiary pursuant to (i) any provision of the charter or bylaws of the Company; (ii) the terms or provisions of, or constitute a default under, of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the its property or assets of the Company or any of its subsidiaries is subject, (ii) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company ; or (iii) any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree applicable to the Company or its subsidiary of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its propertiesCompany, except, in the case cases of clauses (iii) and (iii) above, for any such breaches conflict, breach, violation or violations which default that would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or hereby and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time, would be in default) (“Default”) under its charter, by-laws or constitute a default underorganizational documents, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which the Company or any of its subsidiaries is bound it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, an “Existing Instrument”) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except with respect to clauses (ii) any and (iii) only, for such Defaults or violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Forward Contracts, and consummation of the provisions of transactions contemplated hereby or by the Certificate of IncorporationProspectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter, Byby-laws or similar organizational documents of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any existing violation of any statute, orderlaw, rule rule, regulation, judgment, order or regulation decree applicable to the Company or any of its subsidiaries of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, in the case of clauses (i) and (iii) above, for such breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no . No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency (including FINRA) is required for the Company’s execution, delivery and performance of this Agreement or Agreement, the Forward Contracts, and consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and applicable state securities or blue sky laws and from laws. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the “FINRA”). None right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time, would be in default) (“Default”) under its charter, by-laws or constitute a default underorganizational documents, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which the Company or any of its subsidiaries is bound it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, an “Existing Instrument”) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except with respect to clauses (ii) any and (iii) only, for such Defaults or violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement and consummation of the provisions of transactions contemplated hereby, by the Certificate of IncorporationProspectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter, Byby-laws or similar organizational documents of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any existing violation of any statute, orderlaw, rule rule, regulation, judgment, order or regulation decree applicable to the Company or any of its subsidiaries of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, in the case of clauses (i) and (iii) above, for such breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no . No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and applicable state securities or blue sky laws and from laws. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the “FINRA”). None right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale None of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result Main Street Entities are in a breach or violation of or default under (i) any of the terms or provisions oftheir respective charter, by-laws, or constitute a default under, any similar organizational document; (ii) any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement or instrument instrument, including any Portfolio Company Agreement to which the Company or any of its subsidiaries is they are a party or by which the Company or any of its subsidiaries is bound or to which any of the property properties or assets of the Company or any of its subsidiaries is are subject, (ii) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company ; or (iii) any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company them or any of its subsidiaries or any of its their properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) aboveherein, for such breaches violations or violations which defaults as would not, individually or in the aggregate, have a Material Adverse Effect Effect. No person has the right to act as an underwriter or prevent or be reasonably likely as a financial advisor to prevent the Company from performing its obligations hereunder; in connection with or by reason of the offer and no sale of the Shares contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby and by the Prospectus and the Disclosure Package (i) have been duly authorized by all necessary corporate action, have been effected in accordance with Section 23(b) of the 1940 Act (subject to the provisions applicable to BDCs under, and pursuant to Section 63 of the 0000 Xxx) and will not result in any violation of the provisions of the charter or bylaws of the Company, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement by the Company or consummation of the transactions contemplated hereby, hereby and by the Prospectus and the Disclosure Package or by the ProspectusPackage, except such as have already been obtained or made by the Company and are in full force and effect under the Securities Act, 1933 Act and the 1940 Act and such as may be required under any applicable state securities or blue sky laws and laws, from the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). None ) or under the rules and regulations of the Company or any of its subsidiaries is Nasdaq Global Select Market (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect“NASDAQ”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its Significant Subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time or both, would be in default) (“Default”) under its charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, in the case of with respect to clauses (iii) and (iii) aboveonly, for such breaches Defaults or violations which as would not, individually or in the aggregate, have aggregate result in a Material Adverse Effect Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or prevent or be reasonably likely to prevent by-laws of the Company from performing or any Significant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its obligations hereunder; Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and no (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its Significant Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its Significant Subsidiaries or any of its or their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority NASD, Inc. (the “FINRANASD”). None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse EffectSignificant Subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of Neither the Securities and the compliance by the Company with all of the provisions of the SecuritiesCompany, the Indenture and this Agreement and the consummation Operating Partnership nor any of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of their respective subsidiaries is (i) any in violation or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its declaration of trust, charter, bylaws or similar organizational documents, as the terms or provisions ofcase may be, or constitute a default under, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which the Company or any of its subsidiaries is it may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each an “Existing Instrument”), (ii) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries such subsidiary or any of its properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) above), for such breaches Defaults or violations which as would not, individually or in the aggregate, have a Material Adverse Effect Effect. The Company’s and Operating Partnership’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all requisite action and will not result in any Default under the declaration of trust, charter, bylaws or prevent similar organizational documents of the Company, the Operating Partnership or be reasonably likely any of their respective subsidiaries, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to prevent the Company from performing Company, the Operating Partnership or any of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Operating Partnership or any of their subsidiaries or any of its obligations hereunder; or their properties, as applicable, except with respect to clauses (ii) and no (iii), for such Defaults or violations as would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s or the Operating Partnership’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or and by the Prospectus, except such as have been obtained or made by the Company and the Operating Partnership and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter or bylaws, limited partnership agreement, limited liability company agreement or similar organizational documents, as the terms or provisions ofcase may be, or constitute a default under, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which the Company or any of its subsidiaries is bound it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries such subsidiary or any of its properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) aboveonly, for such breaches or violations which Defaults as would not, individually or in the aggregate, have a Material Adverse Effect Effect. The Company’s and the Operating Partnership’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate and partnership action and will not result in any Default under the charter or prevent bylaws or be reasonably likely to prevent other organizational documents of the Company from performing or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any Lien upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company, the Operating Partnership or any of their respective subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of its obligations hereunder; or their properties, except with respect to clauses (ii) and no (iii) only, for such conflicts, breaches, Defaults, Liens, consents or violations as would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s and the Operating Partnership’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, the Exchange Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result nor any subsidiary is in a breach or violation of or default under its (i) any charter, articles or certificate of the terms or provisions ofincorporation, bylaws, or constitute a default under, similar organizational documents; (ii) under any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company ; or (iii) any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries such subsidiary or any of its properties, exceptas applicable, in the case of clauses (i) and (iii) above, except for such breaches violations or violations which defaults as would not, individually or in the aggregate, have a Material Adverse Effect Effect. The Company’s execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Administration Agreement and consummation of the transactions contemplated hereby and thereby and by the Prospectus (including the issuance and sale of the Shares and the use of proceeds from the sale of the Shares as described in the Prospectus under the caption “Use of Proceeds”) (i) will not result in any violation of the provisions of the charter, articles or prevent certificate of incorporation or be reasonably likely to prevent bylaws of the Company from performing or similar organizational documents of any subsidiary, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its obligations hereunder; subsidiaries pursuant to, or require the consent of any other party to, any existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect and no (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Administration Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or hereby and by the Prospectus, except such as have already been obtained or made by the Company and are in full force and effect under the Securities 1933 Act, the 1940 Act and the Rules and Regulations and such as may be required under any applicable state securities or blue sky laws and or from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse EffectNASD.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of Neither the Securities and the compliance by the Company with all of the provisions of the SecuritiesCompany, the Indenture and this Agreement and Fund, the consummation of General Partner or the transactions herein and therein contemplated will not conflict with or result Investment Advisor is in a breach or violation of or default under (i) any of the terms or provisions ofits charter, by-laws, or constitute a default under, similar organizational documents; (ii) any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement or instrument instrument, including any Portfolio Company Agreement to which the Company or any of its subsidiaries is they are a party or by which the Company or any of its subsidiaries is bound or to which any of the property properties or assets of the Company or any of its subsidiaries is are subject, (ii) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company ; or (iii) any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company them or any of its subsidiaries or any of its their properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) aboveherein, for such breaches violations or violations which defaults as would not, individually or in the aggregate, have a Material Adverse Effect Effect. No person has the right to act as an underwriter or prevent or be reasonably likely as a financial advisor to prevent the Company from performing its obligations hereunder; in connection with or by reason of the offer and no sale of the Shares contemplated hereby. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus and the Disclosure Package (i) have been duly authorized by all necessary corporate action, have been effected in accordance with Section 23(b) of the 1940 Act (which is made applicable to BDCs pursuant to Section 63 of the 1000 Xxx) and will not result in any violation of the provisions of the charter or by laws of the Company, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or the Fund pursuant to, or require the consent of any other party to, any existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or the Fund. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, hereby and by the Prospectus and the Disclosure Package or by the ProspectusPackage, except such as have already been obtained or made by the Company and are in full force and effect under the Securities Act, 1933 Act and the 1940 Act and such as may be required under any applicable state securities or blue sky laws and or from the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (the “FINRANASD”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time, would be in default) (“Default”) under its memorandum or articles of association, charter or by laws, or constitute a default undersimilar organizational documents, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which the Company or any of its subsidiaries is bound it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, an “Existing Instrument”), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except with respect to clauses (ii) any and (iii) only, for such Defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement and consummation of the provisions transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the memorandum or articles of the Certificate of Incorporationassociation, By-charter or by laws or similar organizational documents of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any existing violation of any statute, orderlaw, rule rule, regulation, judgment, order or regulation decree applicable to the Company or any of its subsidiaries of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, in the case of except with respect to clauses (iii) and (iii) above, for which any such breaches Default or violations which violation would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or and by the Prospectus, except such as have been obtained or made by the Company. Subject to the Underwriters’ compliance with their obligations in Section 2(d) hereof, the Company and are is not required to publish a prospectus in full force and effect Israel under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any State of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse EffectIsrael.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its Significant Subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time or both, would be in default) (“Default”) under its articles of incorporation, charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its such subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, an “Existing Instrument”) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of such subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such Defaults or violations as would not, individually or in the aggregate result in a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the articles of incorporation, charter or by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any of the provisions of the Certificate of Incorporationlien, By-laws charge or similar organizational documents encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any existing violation of any statute, orderlaw, rule rule, regulation, judgment, order or regulation decree applicable to the Company or any of its subsidiaries of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, in the case of with respect to clauses (iii) and (iii) above, for such breaches conflicts, breaches, Defaults, liens, charges, encumbrances, consents or violations which that would not, not individually or in the aggregate, have result in a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, and except as may be required by applicable state securities or blue sky laws and from of any state or foreign jurisdiction. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the “FINRA”). None Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time, would be in default) ("Default") under its charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which the Company or any of its subsidiaries is bound it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, an "Existing Instrument") or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except with respect to clauses (ii) and (iii) only, for such Defaults or violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any of the provisions of the Certificate of Incorporationlien, By-laws charge or similar organizational documents encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any existing violation of any statute, orderlaw, rule rule, regulation, judgment, order or regulation decree applicable to the Company or any of its subsidiaries of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, in the case of clauses (i) and (iii) above, for such breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no . No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s 's execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority Authority, Inc. (the “"FINRA”"). None As used herein, a "Debt Repayment Triggering Event" means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its Significant Subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time or both, would be in default) (“Default”) under its articles of incorporation, charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, in the case of clauses (i) and (iii) above, for such breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults thatfor such Defaults or violations as would not, individually or in the aggregate, would not have aggregate result in a Material Adverse Effect.Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby (i) have been duly authorized by all necessary corporate action and will not result in any Default under the articles of incorporation, charter or by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or EXECUTION VERSION

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries (i) any is in violation of its charter or by-laws, (ii) is (or, with the terms giving of notice or provisions oflapse of time, or constitute a would be) in default under, (“Default”) under any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is bound them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, an “Existing Instrument”), or (iii) is in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except with respect to clauses (ii) and (iii), for such Defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company’s execution, delivery and performance of the Operative Documents and consummation of the transactions contemplated thereby, by the Disclosure Package and by the Final Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the charter or by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any of the provisions of the Certificate of Incorporationlien, By-laws charge or similar organizational documents encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any existing violation of any statute, orderlaw, rule rule, regulation, judgment, order or regulation decree applicable to the Company or any of its subsidiaries of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, except in the case of clauses (iii) and (iii) above), for such breaches or violations which as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or the Operative Documents and consummation of the transactions contemplated herebythereby, by the Disclosure Package or by and the ProspectusFinal Offering Memorandum, except for such consents, approvals, authorizations, orders, filings, registrations or qualifications as have been obtained or made by the Company and are in full force and effect may be required under the Securities Act, applicable state securities or blue sky Blue Sky laws in connection with the purchase and from the Financial Industry Regulatory Authority (the “FINRA”). None distribution of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in Notes by the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse EffectInitial Purchasers.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its Subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time, or constitute a default underwould be in default) (“Default”) under its respective organizational documents, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such Subsidiary is a party or by which it may be bound (including, without limitation the Company or any of its subsidiaries is bound Transaction Documents), or to which any of the property or assets of the Company or any of its subsidiaries Subsidiaries is subjectsubject (each, (ii) any of the provisions of the Certificate of Incorporationan “Existing Instrument”), By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries such Subsidiary or any of its properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) above), for such breaches or violations which Defaults as would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent Effect. The Company’s execution, delivery and performance of this Agreement, the Indenture and the Debentures and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the respective organizational documents of the Company from performing or any or its obligations hereunder; Subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such liens, charges or encumbrances as contemplated by the Transaction Documents and no (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its Subsidiaries or any of its or their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or Agreement, the Indenture and the Debentures and consummation of the transactions contemplated hereby, by the Disclosure Package or and by the Prospectus, except (A) such consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained or made, would not, individually or in the aggregate, have a Material Adverse Effect and (B) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse EffectSubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all of the provisions of the Securitiesnor its subsidiary is in violation, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) (i) any of the terms under its charter or provisions ofby-laws, or constitute a default under, (ii) under any indenture, mortgage, loan or credit agreement, deed of trust, loan note, contract, franchise, lease, license registration rights agreement or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries subsidiary is a party or by which the Company or any of its subsidiaries is bound it may be bound, or to which any of the property or assets of the Company or its subsidiary is subject (each, an “Existing Instrument”). The Company and its subsidiary are not in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, such subsidiary or any of their properties, as applicable. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Registration Statement and the Prospectus and the issuance and sale of the Units (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or by-laws of the Company or its subsidiaries is subjectsubsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any of the provisions of the Certificate of Incorporationlien, By-laws charge or similar organizational documents encumbrance upon any property or assets of the Company or its subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any existing violation of any statute, orderlaw, rule rule, regulation, judgment, order or regulation decree applicable to the Company or subsidiary of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company Company, its subsidiary or any of its subsidiaries or any of its their properties, except, in the case of clauses (i) and (iii) above, for such breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no . No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency or approval of the Company’s shareholders is required for the Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, hereby and by the Disclosure Package or by Registration Statement and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse EffectOTCBB.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result its subsidiaries is in a breach or violation of its charter or by-laws or is in default (ior, with the giving of notice or lapse of time, would be in default) any of the terms or provisions of, or constitute a default under, ("Default") under any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is bound them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (ii) any of the provisions of the Certificate of Incorporationan "Existing Instrument"), By-laws or similar organizational documents of the Company or (iii) any existing statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its properties, except, in the case of clauses (i) and (iii) above, except for such breaches or violations which Defaults as would not, individually or in the aggregate, have result in a Material Adverse Effect Change. The Company's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or prevent or be reasonably likely to prevent by-laws of the Company from performing or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its obligations hereunder; subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and no (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary except, in the case of (iii), for such violations as would not result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s 's execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or hereby and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and from the NYSE and such as may be required under applicable state securities or blue sky laws or foreign securities laws and from the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (the “FINRA”"NASD"). None As used herein, a "Debt Repayment Triggering Event" means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time, would be in default) (“Default”) under its charter or constitute a default underby laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it may be bound (including, without limitation, the Company or any of its subsidiaries is bound Barclays Credit Facility), or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, an “Existing Instrument”) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except with respect to clauses (ii) and (iii) only, for such Defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or by laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any of the provisions of the Certificate of Incorporationlien, By-laws charge or similar organizational documents encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Events (as defined below), liens, charges or encumbrances as would not, individually or in the aggregate, have a Material Adverse Effect and (iii) will not result in any existing violation of any statute, orderlaw, rule rule, regulation, judgment, order or regulation decree applicable to the Company or any of its subsidiaries of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, in the case of clauses (i) and (iii) above, except for such breaches or violations which as would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or and by the Prospectus, except (A) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority NASD, Inc. (the “FINRANASD”)) and (B) such consents, approvals, authorizations, orders, registrations, or qualifications that, if not obtained or made, would not individually or in the aggregate, have a Material Adverse Effect. None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of nor its subsidiary is (i) any in violation of its memorandum of association or bye-laws or is in default therewith (or, with the terms giving of notice or provisions oflapse of time, or constitute a default under, would be in default) (“Default”) (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries subsidiary is a party or by which the Company or any either of its subsidiaries is bound them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subjectsubject (each, (ii) any of the provisions of the Certificate of Incorporationan “Existing Instrument”), By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries subsidiary or any of its their respective properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) aboveonly, for such breaches or violations which Defaults as would not, individually or in the aggregate, have result in a Material Adverse Effect Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum of association or prevent or be reasonably likely to prevent bye-laws of the Company from performing or its obligations hereunder; subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or EXECUTION VERSION encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and no (iii) will not result in any violation of any law, administrative regulation, judgment, order or administrative or court decree applicable to the Company or its subsidiary of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or its subsidiary or their respective properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency (including, without limitation, any insurance regulatory agency or body), is required for the Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, hereby and by the Disclosure Package or by and the Prospectus, except (A) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, as may be required under applicable state securities or blue sky laws, insurance securities laws or any laws of jurisdictions outside the United States in connection with the distribution of shares by or for the account of the Underwriters and from the Financial Industry Regulatory Authority National Association of Securities Dealers Inc. (the “FINRANASD”), and (B) such as have been obtained from the Bermuda Monetary Authority and are in full force and effect as described in the Prospectus. None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiary.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of nor its subsidiary is (i) any in violation of its memorandum of association or bye-laws or is in default therewith (or, with the terms giving of notice or provisions oflapse of time, or constitute a default under, would be in default) ("Default") (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any either of its subsidiaries is bound them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, an "Existing Instrument"), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except with respect to clauses (ii) and (iii) only, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Certificate memorandum of Incorporation, Byassociation or bye-laws or similar organizational documents of the Company or its subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any existing statute, order, rule or regulation violation of any law, administrative regulation, judgment, order or administrative or court decree applicable to the Company or its subsidiary of any court, regulatory body, administrative agency, governmental agency body, arbitrator or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, in the case of clauses (i) and (iii) above, for such breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no . No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency (including, without limitation, any insurance regulatory agency or body), is required for the Company’s 's execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, hereby and by the Disclosure Package or by and the Prospectus, except (A) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, as may be required under applicable state securities or blue sky laws, insurance securities laws or any laws of jurisdictions outside the United States in connection with the distribution of shares by or for the account of the Underwriters and from the Financial Industry Regulatory NASD, and (B) such as have been obtained from the Bermuda Monetary Authority and are in full force and effect as described in the Prospectus. As used herein, a "Debt Repayment Triggering Event" means any event or condition which gives, or with the notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the “FINRA”). None right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its Subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time, or constitute a default underwould be in default) (“Default”) under its respective organizational documents, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such Subsidiary is a party or by which it may be bound (including, without limitation the Company or any of its subsidiaries is bound Transaction Documents), or to which any of the property or assets of the Company or any of its subsidiaries Subsidiaries is subjectsubject (each, (ii) any of the provisions of the Certificate of Incorporationan “Existing Instrument”), By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries such Subsidiary or any of its properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) above), for such breaches or violations which Defaults as would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent Effect. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the respective organizational documents of the Company from performing or any or its obligations hereunder; Subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such liens, charges or encumbrances as contemplated by the Transaction Documents and no (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its Subsidiaries or any of its or their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or and by the Prospectus, except (A) such consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained or made, would not, individually or in the aggregate, have a Material Adverse Effect and (B) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse EffectSubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of its subsidiaries, nor, to the provisions Company’s knowledge, Dynamic or any of the Securitiesits subsidiaries, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of is (i) any in violation of its charter or by laws (or other applicable organizational document), (ii) (or, with the terms giving of notice or provisions oflapse of time, or constitute a would be) in default under, (“Default”) under any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement or instrument to which the Company Company, any of its subsidiaries, Dynamic or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound (including, without limitation, the Credit Facility, or to which any of the property or assets of the Company, any of its subsidiaries, Dynamic or any of its subsidiaries is subject (each, an “Existing Instrument”), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, Dynamic or such subsidiary or any of its properties, as applicable, except with respect to clauses (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company’s and the Guarantors’ execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Indenture, and the issuance and delivery of the Securities or the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum (i) have been duly authorized by all necessary action (corporate or otherwise) and will not result in any violation of the charter or bylaws (or other applicable organizational document) of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries is subjectpursuant to, or require the consent of any other party to, any Existing Instrument and (iiiii) will not result in any violation of the provisions of the Certificate of Incorporationany statute, By-laws law, rule, regulation, judgment, order or similar organizational documents of decree applicable to the Company or (iii) any existing statute, order, rule or regulation of its subsidiaries of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties. As used herein, excepta “Debt Repayment Triggering Event” means any event or condition which gives, in or with the case giving of clauses notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (ior any person acting on such holder’s behalf) and (iii) abovethe right to require the repurchase, for redemption or repayment of all or a portion of such breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent indebtedness by the Company from performing or any of its obligations hereunder; and no subsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s and the Guarantors’ execution, delivery and performance of this Agreement Agreement, the Registration Rights Agreement, or the Indenture, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby, hereby and thereby and by the Disclosure Package or by the ProspectusOffering Memorandum, except for such as have been obtained or made by the Company and are in full force and effect under the Securities Act, and applicable state securities or blue sky laws laws, and from except for such registrations, filings and approvals as may be required under the Financial Industry Regulatory Authority (Securities Act in connection with the “FINRA”). None of the Company or any Company’s performance of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in obligations under the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse EffectRegistration Rights Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale None of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result Main Street Entities are in a breach or violation of or default under (i) any of the terms or provisions oftheir respective charter, by-laws, or constitute a default under, any similar organizational document; (ii) any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement or instrument instrument, including any Portfolio Company Agreement to which the Company or any of its subsidiaries is they are a party or by which the Company or any of its subsidiaries is bound or to which any of the property properties or assets of the Company or any of its subsidiaries is are subject, (ii) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company ; or (iii) any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company them or any of its subsidiaries or any of its their properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) aboveherein, for such breaches violations or violations which defaults as would not, individually or in the aggregate, have a Material Adverse Effect Effect. No person has the right to act as an underwriter or prevent or be reasonably likely as a financial advisor to prevent the Company from performing its obligations hereunder; in connection with or by reason of the offer and no sale of the Shares contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby and by the Prospectus and the Disclosure Package (i) have been duly authorized by all necessary corporate action, have been effected in accordance with Section 23(b) of the 1940 Act (subject to the provisions applicable to BDCs under, and pursuant to Section 63 of the 0000 Xxx) and will not result in any violation of the provisions of the charter or bylaws of the Company, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement by the Company or consummation of the transactions contemplated hereby, hereby and by the Prospectus and the Disclosure Package or by the ProspectusPackage, except such as have already been obtained or made by the Company and are in full force and effect under the Securities Act, 1933 Act and the 1940 Act and such as may be required under any applicable state securities or blue sky laws and or from the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale Neither the Company nor its subsidiaries is (i) in violation of its respective charter or bylaws (or equivalent organizational documents), (ii) in default (or with the giving of notice or lapse of time would be in default) under any existing material obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the Securities properties of any of them is subject, or (iii) is in violation of any material statute, law, rule, regulation, ordinance, directive, judgment, decree or order of any judicial, regulatory or other legal or governmental agency or body, foreign or domestic. The execution and the compliance delivery by the Company with all of, and the performance by the Company of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of the provisions Company, (iii) any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the SecuritiesCompany and its subsidiaries, taken as a whole, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Indenture Company or any subsidiary, except in the case of clauses (i), (iii) and (iv) for such breaches, violations or contravention that would not, individually or in the aggregate, have a Material Adverse Effect. Neither the execution, delivery and performance of this Agreement and by the Company nor the consummation of any of the transactions herein contemplated hereby, including, without limitation, the issuance and therein contemplated sale by the Company of the Shares, will not give rise to a right to terminate or accelerate the due date of any payment due under, or conflict with or result in a the breach of any term or violation of (i) any of the terms or provisions provision of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or require any consent or waiver under, or result in the execution or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or its subsidiaries pursuant to the terms of, any bond, debenture, note, indenture, mortgage, deed of trust, loan agreement trust or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) any existing statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over either the Company or any of its subsidiaries or any of its propertiestheir properties or businesses is bound, exceptor any franchise, in the case of clauses (i) and (iii) abovelicense, for such breaches permit, judgment, decree, order, statute, rule or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely regulation applicable to prevent the Company from performing or any of its obligations hereunder; and no consent, approval, authorization subsidiaries or other order of, or registration or filing with, violate any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or consummation provision of the transactions contemplated hereby, by the Disclosure Package certificate or by the Prospectus, except such as have been obtained articles of incorporation or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None bylaws of the Company or any of its subsidiaries subsidiaries, except for such consents or waivers which have already been obtained and are in full force and effect. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is (i) in violation required for the performance by the Company of its Certificate obligations under this Agreement, except (x) such as may be required by the securities or Blue Sky laws of Incorporation, By-laws or similar organizational documentsthe various states in connection with the offer and sale of the Shares, (iiy) in default in the performance or observance of any obligationnecessary filings and approvals from the Nasdaq to list the Shares, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iiiz) only, defaults that, individually or such consents and approvals as have been obtained and are in the aggregate, would not have a Material Adverse Effectfull force and effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its Significant Subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time or both, would be in default) (“Default”) under its charter or constitute a default underby laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, in the case of with respect to clauses (iii) and (iii) aboveonly, for such breaches Defaults or violations which as would not, individually or in the aggregate, have aggregate result in a Material Adverse Effect Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or prevent or be reasonably likely to prevent by laws of the Company from performing or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its obligations hereunder; subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and no (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect as required in connection with the listing of the Underlying Securities on the New York Stock Exchange, under the Securities Act, the Trust Indenture Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of nor its subsidiary is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time, would be in default) under (“Default”) its charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which the Company or any of its subsidiaries is bound it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subjectsubject (each, (ii) any of the provisions of the Certificate of Incorporationan “Existing Instrument”), By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries such subsidiary or any of its properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) aboveonly, for such breaches Defaults or violations which as would not, individually or in the aggregate, have a Material Adverse Effect Effect. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or prevent or be reasonably likely to prevent by-laws of the Company from performing or its obligations hereunder; subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument, and no (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or its subsidiary of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or its subsidiary or any of its or their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectlaws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result nor its subsidiary is in a breach or violation of its certificate of incorporation or bylaws or is in default (ior, with the giving of notice or lapse of time, would be in default) any of the terms or provisions of, or constitute a default under, ("Default") under any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries subsidiary is a party or by which the Company or any either of its subsidiaries is bound them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subjectsubject (each, (ii) any of the provisions of the Certificate of Incorporationan "Existing Instrument"), By-laws or similar organizational documents of the Company or (iii) any existing statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its properties, except, in the case of clauses (i) and (iii) above, except for such breaches or violations which Defaults as would not, individually or in the aggregate, have result in a Material Adverse Effect Change. The Company's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the certificate of incorporation or prevent or be reasonably likely to prevent bylaws of the Company from performing or its obligations hereunder; subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and no (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or its subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s 's execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or hereby and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (the “FINRA”"NASD"). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its Significant Subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time or both, would be in default) (“Default”) under its charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, in the case of with respect to clauses (iii) and (iii) aboveonly, for such breaches Defaults or violations which as would not, individually or in the aggregate, have aggregate result in a Material Adverse Effect Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or prevent or be reasonably likely to prevent by-laws of the Company from performing or any Significant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its obligations hereunder; Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and no (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its Significant Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its Significant Subsidiaries or any of its or their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse EffectSignificant Subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time or both, would be in default) (“Default”) under its articles of incorporation, charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, in the case of with respect to clauses (iii) and (iii) aboveonly, for such breaches Defaults or violations which as would not, individually or in the aggregate, aggregate have a Material Adverse Effect Effect. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the articles of incorporation, charter or prevent or be reasonably likely to prevent by-laws of the Company from performing or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its obligations hereunder; subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and no (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency (including the Federal Energy Regulatory Commission) is required for the Company’s execution, delivery and or performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale None of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result Main Street Entities are in a breach or violation of or default under (i) any of the terms or provisions oftheir respective charter, by-laws, or constitute a default under, any similar organizational document; (ii) any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement or instrument instrument, including any Portfolio Company Agreement to which the Company or any of its subsidiaries is they are a party or by which the Company or any of its subsidiaries is bound or to which any of the property properties or assets of the Company or any of its subsidiaries is are subject, (ii) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company ; or (iii) any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company them or any of its subsidiaries or any of its their properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) aboveherein, for such breaches violations or violations which defaults as would not, individually or in the aggregate, have a Material Adverse Effect Effect. No person has the right to act as an underwriter or prevent or be reasonably likely as a financial advisor to prevent the Company from performing its obligations hereunder; in connection with or by reason of the offer and no sale of the Shares contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby and by the Prospectus and the Disclosure Package (i) have been duly authorized by all necessary corporate action, have been effected in accordance with Section 23(b) of the 1940 Act (subject to the provisions applicable to BDCs under, and pursuant to Section 63 of the 0000 Xxx) and will not result in any violation of the provisions of the charter or bylaws of the Company, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement by the Company or consummation of the transactions contemplated hereby, hereby and by the Prospectus and the Disclosure Package or by the ProspectusPackage, except such as have already been obtained or made by the Company and are in full force and effect under the Securities Act, 1933 Act and the 1940 Act and such as may be required under any applicable state securities or blue sky laws and laws, from the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). None ) or under the rules and regulations of the Company or any of its subsidiaries is New York Stock Exchange (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect“NYSE”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its Significant Subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time or both, would be in default) (“Default”) under its articles of incorporation, charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, in the case of clauses (i) and (iii) above, for such breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults thatfor such Defaults or violations as would not, individually or in the aggregate, would not have aggregate result in a Material Adverse Effect.Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby (i) have been duly authorized by all necessary corporate action and will not result in any Default under the articles of incorporation, charter or by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result its subsidiaries is in a breach or violation of its charter or by-laws or is in default (ior, with the giving of notice or lapse of time, would be in default) any of the terms or provisions of, or constitute a default under, ("Default") under any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is bound them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (ii) any of the provisions of the Certificate of Incorporationan "Existing Instrument"), By-laws or similar organizational documents of the Company or (iii) any existing statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its properties, except, in the case of clauses (i) and (iii) above, except for such breaches or violations which Defaults as would not, individually or in the aggregate, have result in a Material Adverse Effect Change. The Company's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or prevent or be reasonably likely to prevent by-laws of the Company from performing or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its obligations hereunder; subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and no (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary except, in the case of (iii), for such violations as would not result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency 5 10 agency, is required for the Company’s 's execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or hereby and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and from the NYSE and such as may be required under applicable state securities or blue sky laws or foreign securities laws and from the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (the “FINRA”"NASD"). None As used herein, a "Debt Repayment Triggering Event" means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation subsidiaries, provided that "Debt Repayment Triggering Event" shall not include the requirement to repay outstanding indebtedness under the Credit Agreement or under the Note and Warrant Purchase Agreement and First Amendment thereto listed as Exhibits 10.2 and 10.3 to the Registration Statement out of its Certificate the proceeds of Incorporation, By-laws or similar organizational documents, (ii) in default in an initial public offering of equity securities by the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse EffectCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time, would be in default) (“Default”) under its charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (ii) any of the provisions of the Certificate of Incorporationan “Existing Instrument”), By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company Company, such subsidiary or any of its subsidiaries or any of its their properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) aboveonly, for such breaches or Defaults and violations which as would not, individually or in the aggregate, have a Material Adverse Effect Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and by the Prospectus and the issuance and sale of the Shares (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or prevent or be reasonably likely to prevent by-laws of the Company from performing or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its obligations hereunder; subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and no (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any subsidiary of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, any subsidiary or any of their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, hereby and by the Disclosure Package or and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority Nasdaq Global Market and the NASD Inc. (the “FINRANASD”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of nor its subsidiary is (i) any in violation or is in default (or, with the giving of the terms notice or provisions oflapse of time, would be in default) (“Default”) under its charter or constitute a default underby-laws, (ii) is in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries subsidiary is a party or by which the Company it or any of its subsidiaries is bound them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subjectsubject (each, (ii) any of the provisions of the Certificate of Incorporationan “Existing Instrument”), By-laws or similar organizational documents of the Company or (iii) is in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries subsidiary or any of its properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) aboveonly, for such breaches or violations which as would not, individually or in the aggregate, have result in a Material Adverse Effect Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or prevent or be reasonably likely to prevent by-laws of the Company from performing or its obligations hereunder; subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Events (as defined below), liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and no (iii) will not result in any violation of any law, regulation, order or decree applicable to the Company or its subsidiary of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or its subsidiary or any of its or their properties, except for such violations as would not, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iiiB) onlysuch consents, defaults approvals, authorizations, orders, registrations or qualifications that, if not obtained or made, would not individually or in the aggregate, would not have aggregate result in a Material Adverse EffectChange. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or its subsidiary.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of Except as otherwise disclosed in the Securities Disclosure Package and the compliance by Prospectus, the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will is not conflict with or result in a breach or violation of (i) any in violation under its charter or by-laws, (ii) in default (or at the giving of the terms notice or provisions of, or constitute a lapse of time would be then in default under, (‘‘Default’’)) under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (ii) any of the provisions of the Certificate of Incorporationan ‘‘Existing Instrument’’), By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries Company, or any of its properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) aboveonly, for such breaches or violations which Defaults as would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus and the issuance and sale of the Shares will not (i) result in any violation under the charter or prevent by-laws of the Company, (ii) conflict with or be reasonably likely to prevent constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company from performing pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, or any of its obligations hereunder; and no properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, hereby and by the Disclosure Package or and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority Nasdaq Capital Market and/or the Boston Stock Exchange, as the case may be, and the National Association of Securities Dealers, Inc. (the “FINRA”‘‘NASD’’). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time or both, would be in default) (“Default”) under its articles of incorporation, charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, in the case of clauses (i) and (iii) above, for such breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults thatfor such Defaults or violations as would not, individually or in the aggregate, would not aggregate have a Material Adverse Effect.. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the articles of incorporation, charter or by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result its subsidiaries is in a breach or violation of its charter or by-laws or is in default (ior, with the giving of notice or lapse of time, would be in default) any of the terms or provisions of, or constitute a default under, ("DEFAULT") under any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (ii) any of the provisions of the Certificate of Incorporationan "EXISTING INSTRUMENT"), By-laws or similar organizational documents of the Company or (iii) any existing statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its properties, except, in the case of clauses (i) and (iii) above, except for such breaches or violations which Defaults as would not, individually or in the aggregate, have result in a Material Adverse Effect Change. The Company's execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby and by the Prospectus and the issuance and sale of the Offered Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or prevent or be reasonably likely to prevent by-laws of the Company from performing or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its obligations hereunder; subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and no (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s 's execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or hereby and by the Prospectus, except such as have been or will be obtained or made by the Company and are or will be in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse EffectNASD.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale None of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result Main Street Entities are in a breach or violation of or default under (i) any of the terms or provisions oftheir respective charter, by-laws, or constitute a default under, any similar organizational document; (ii) any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement instrument, and any supplements or instrument amendments thereto and including any Portfolio Company Agreement to which the Company or any of its subsidiaries is they are a party or by which the Company or any of its subsidiaries is bound or to which any of the property properties or assets of the Company or any of its subsidiaries is are subject, (ii) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or ; and (iii) any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company them or any of its subsidiaries or any of its their properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) aboveherein, for such breaches violations or violations which defaults as would not, individually or in the aggregate, have a Material Adverse Effect Effect. No person has the right to act as an underwriter, sales agent or prevent or be reasonably likely financial advisor to prevent the Company from performing its obligations hereunder; in connection with or by reason of the offer and no sale of the Shares contemplated hereby other than the Manager and any Alternative Manager pursuant to this Agreement and the relevant Alternative Equity Distribution Agreement, as applicable. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby and by the Prospectus (i) have been duly authorized by all necessary corporate action, have been effected in accordance with the 1940 Act and will not result in any violation of the provisions of the charter or bylaws of the Company, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement by the Company or consummation of the transactions contemplated hereby, by the Disclosure Package or hereby and by the Prospectus, except such as have already been obtained or made by the Company and are in full force and effect under the Securities Act, 1933 Act and the 1940 Act and such as may be required under any applicable state securities or blue sky laws and laws, from the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). None ) or under the rules and regulations of the Company or any of its subsidiaries is New York Stock Exchange (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect“NYSE”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time, would be in default) ("Default") under its charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which the Company or any of its subsidiaries is it may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, an "Existing Instrument") or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except with respect to clauses (ii) and (iii) only, for such Defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any of the provisions of the Certificate of Incorporationlien, By-laws charge or similar organizational documents encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any existing violation of any statute, orderlaw, rule rule, regulation, judgment, order or regulation decree applicable to the Company or any of its subsidiaries of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, in the case of clauses (i) and (iii) above, for such breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no . No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s 's execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority NASD, Inc. (the “FINRA”"NASD"). None As used herein, a "Debt Repayment Triggering Event" means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time, would be in default) (“Default”) under its charter, by-laws or constitute a default underorganizational documents, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which the Company or any of its subsidiaries is bound it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries such subsidiary or any of its properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) aboveonly, for such breaches Defaults or violations which as would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Effect. The Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package hereby or by the Prospectus, except such as Prospectus (i) have been obtained or made duly authorized by the Company all necessary corporate action and are will not result in full force and effect any Default under the Securities Actcharter, applicable state securities by-laws or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None organizational documents of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documentssubsidiary, (ii) in default will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect.creation or

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale Neither the Company nor any of its subsidiaries is (i) in violation of its certificate of incorporation or by-laws (or other applicable organizational document), (ii) in violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except, in the case of the Securities foregoing clauses (ii) and (iii), for such violations or defaults as would not, individually or in the compliance aggregate, have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and thereby and by the Company with Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Securities, the Indenture and this Agreement and the consummation charter or by-laws of the transactions herein and therein contemplated Company or any of its subsidiaries, (ii) will not conflict with or result in a breach or violation of (i) any of the terms or provisions of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loan agreement agreement, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (iiB) any the certificate of the provisions of the Certificate of Incorporation, Byincorporation or by-laws (or similar other applicable organizational documents document) of the Company or any of its subsidiaries, or (iiiC) any existing statutestatute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its their properties, except, in the case of clauses (iA) and or (iii) aboveC), for such breaches defaults, breaches, or violations which that would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunderEffect; and no consent, approval, authorization or other order ofauthorization, or order, registration or filing with, qualification of or with any such court or other governmental agency or regulatory authority or agency body is required for the Company’s execution, delivery issue and performance sale of this Agreement the Shares or the consummation by the Company of the transactions contemplated hereby, by the Disclosure Package this Agreement or by the Prospectusany Terms Agreement, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the approval by the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). None of the Company ) and such consents, approvals, authorizations, registrations or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties qualifications as may be bound, required under state securities or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse EffectBlue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will is not conflict with or result in a breach or violation of (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time, would be in default) (“Default”) under its charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) aboveonly, for such breaches Defaults or violations which as would not, individually or in the aggregate, have a Material Adverse Effect Effect. The Company’s execution, delivery and performance of this Agreement, the Warrant Agreements, the Subscription Agreements and consummation of the transactions contemplated hereby and thereby, by the General Disclosure Package and by the Final Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or prevent by-laws of the Company, (ii) will not conflict with or be reasonably likely to prevent constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company from performing pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its obligations hereunder; and no properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or Agreement, the Warrant Agreements, the Subscription Agreements and consummation of the transactions contemplated herebyhereby and thereby, by the General Disclosure Package or and by the Final Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time, would be in default) (collectively, “Default”) under its charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which the Company or any of its subsidiaries is it may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, an “Existing Instrument”) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except with respect to clauses (ii) and (iii) only, for such violations or other Defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any of the provisions of the Certificate of Incorporationlien, By-laws charge or similar organizational documents encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any existing violation of any statute, orderlaw, rule rule, regulation, judgment, order or regulation decree applicable to the Company or any of its subsidiaries of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its properties, except, or their properties (including the Foreign Dredge Act of 1906 and Section 27 of the Merchant Marine Act of 1920); provided that the operation of the transfer restrictions contained in the case Company’s Certificate of clauses (i) Incorporation and (iii) above, for such breaches or violations which would not, individually or described in the aggregate, have Disclosure Package and the Prospectus shall not be deemed a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no violation of this representation. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and and, if applicable, from the Financial Industry Regulatory Authority (the “FINRA”). None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation of its charter or bylaws (or other applicable organizational document), (ii) is (or, with the terms giving of notice or provisions oflapse of time, or constitute a would be) in default under, (“Default”) under any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is bound them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (ii) any of the provisions of the Certificate of Incorporationan “Existing Instrument”), By-laws or similar organizational documents of the Company or (iii) is in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries such subsidiary or any of its properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) above), for such breaches Defaults or violations which as would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Effect. The Company’s execution, delivery and performance of this Agreement Agreement, the issuance and delivery of the Shares or the Underlying Securities, the Company’s compliance with the Certificate of Designation and the consummation of the transactions contemplated hereby, hereby and thereby (i) have been duly authorized by all necessary action (corporate or otherwise) and will not result in any violation of the Disclosure Package charter or by the Prospectus, except such as have been obtained laws (or made by other applicable organizational document) of the Company and are or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in full force and effect under the Securities Actcreation or imposition of any lien, applicable state securities charge or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None encumbrance upon any property or assets of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporationpursuant to, By-laws or similar organizational documents, (ii) in default in require the performance or observance consent of any obligationother party to, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) Existing Instrument and (iii) onlywill not result in any violation of any statute, defaults thatlaw, individually or in the aggregaterule, would not have a Material Adverse Effect.regulation,

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result its subsidiaries is in a breach or violation of its charter or by-laws or is in default (ior, with the giving of notice or lapse of time, would be in default) any of the terms or provisions of, or constitute a default under, (“Default”) under any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (ii) any of the provisions of the Certificate of Incorporationan “Existing Instrument”), By-laws or similar organizational documents of the Company or (iii) any existing statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its properties, except, in the case of clauses (i) and (iii) above, except for such breaches or violations which Defaults as would not, individually or in the aggregate, have result in a Material Adverse Effect Change. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby and by the Time of Sale Prospectus and the issuance and sale of the Offered Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or prevent or be reasonably likely to prevent by-laws of the Company from performing or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its obligations hereunder; subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and no (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, hereby and by the Disclosure Package or by the Time of Sale Prospectus, except such as have been or will be obtained or made by the Company and are or will be in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse EffectNASD.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter or bylaws, limited partnership agreement, limited liability company agreement or similar organizational documents, as the terms or provisions ofcase may be, or constitute a default under, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which the Company or any of its subsidiaries is bound it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries such subsidiary or any of its properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) aboveonly, for such breaches or violations which Defaults as would not, individually or in the aggregate, have a Material Adverse Effect Effect. The Company’s and the Operating Partnership’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate and partnership action and will not result in any Default under the charter or prevent bylaws or be reasonably likely to prevent other organizational documents of the Company from performing or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any Lien upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company, the Operating Partnership or any of their respective subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of its obligations hereunder; or their properties, except with respect to clauses (ii) and no (iii) only, for such conflicts, breaches, Defaults, Liens, consents or violations as would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s and the Operating Partnership’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect or that is disclosed in the Offering Memorandum. Assuming the accuracy of, and the compliance with, the representations, warranties and agreements set forth in this Agreement, the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents, the issuance and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated by the Transaction Documents or the Offering Memorandum will not (i) conflict with or result in a breach or violation of (i) any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (except as otherwise described in the Offering Memorandum), (ii) result in any violation of the provisions of the Certificate of Incorporation, Bycharter or by-laws or similar organizational documents of the Company or (iii) any existing statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its properties, except, in the case of clauses (i) and (iii) above, for such breaches or violations which would not, individually or result in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except forwhere such default, with respect to clauses violation, lien, charge or encumbrance (iiin the case of (i) and or (iii)) only, defaults thatwould not, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect. Assuming the accuracy of, and the compliance with, the representations, warranties and agreements set forth in this Agreement, no consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance of the Transaction Documents by the Company and the Guarantors to the extent a party thereto, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (A) such as have been obtained or made by the Company and the Guarantors, as applicable, and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada and except such as may be required by the securities laws of the several states of the United States or provinces of Canada with respect to the Company’s obligations under the Registration Rights Agreement and (B) filings of continuation statements under the Uniform Commercial Code (the “UCC”) as from time to time in effect in the relevant jurisdictions and any filing to be made in the United States Patent and Trademark Office or the United States Copyright Office.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale Neither the Company nor any of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result Subsidiaries is in a breach or violation of or in default under (i) nor has any event occurred which, with notice, lapse of the terms time or provisions both, would result in any breach or violation of, or constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (A) its respective certificate of incorporation or certificate of incorporation on name change or articles of association, charter or bylaws or other applicable organizational documents, or (B) any indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company evidence of indebtedness, or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectlicense, (ii) any of the provisions of the Certificate of Incorporationlease, By-laws or similar organizational documents of the Company or (iii) any existing statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its properties, except, in the case of clauses (i) and (iii) above, for such breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or be reasonably likely to prevent the Company from performing its obligations hereunder; and no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease contract or other agreement or instrument to which it is a party or by which it or any of its properties may be boundbound or affected, or (iiiC) in violation of any law federal, state, local or statute foreign law, regulation or rule, or (D) any judgment, order, rule or regulation of any court self-regulatory organization or arbitrator other non-governmental regulatory authority (including, without limitation, the rules and regulations of the Principal Market), or governmental (E) any decree, judgment or regulatory authorityorder applicable to it or any of its properties, except forexcept, with respect to in the case of clauses (iiB), (C) and or (iii) onlyD), defaults thatwhere such breach, violation, default, event or right would not, individually or in the aggregate, would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated herein and therein will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which, with notice, lapse of time or both, would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (or result in the creation or imposition of a lien, charge or encumbrance on any property or assets of the Company or any Subsidiary pursuant to) (A) the respective certificate of incorporation or certificate of incorporation on name change or articles of association, charter or bylaws or other applicable organizational documents, of the Company or any of the Subsidiaries, or (B) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which any of them or any of their respective properties may be bound or affected, or (C) any federal, state, local or foreign law, regulation or rule, or (D) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of the Nasdaq), or (E) any decree, judgment or order applicable to the Company or any of the Subsidiaries or any of their respective properties, except, in the case of clauses (B), (C) or (D), where such breach, violation, default, event, right, lien, charge or encumbrance would not, individually or in the aggregate, have a Material Adverse Effect. No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the Principal Market) or approval of the shareholders of the Company, is required in connection with the issuance and sale of the Shares or the consummation by the Company of the transactions contemplated hereby, other than (i) the registration of the Shares under the Securities Act, which has been effected (or, with respect to any registration statement to be filed hereunder pursuant to Rule 462(b) under the Act, will be effected in accordance herewith), (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Agent, (iii) under the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), (iv) except as otherwise have already been obtained or made as of the date of this Agreement or (v) by the Jersey Registrar of Companies or the Jersey Financial Services Commission.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its Significant Subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time or both, would be in default) (“Default”) under its articles of incorporation, charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, in the case of with respect to clauses (iii) and (iii) aboveonly, for such breaches Defaults or violations which as would not, individually or in the aggregate, have aggregate result in a Material Adverse Effect Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the articles of incorporation, charter or prevent or be reasonably likely to prevent by-laws of the Company from performing or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its obligations hereunder; subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and no (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect.and

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter or bylaws, limited partnership agreement, limited liability company agreement or similar organizational documents, as the terms or provisions ofcase may be, or constitute a default under, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which the Company or any of its subsidiaries is bound it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries such subsidiary or any of its properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) aboveonly, for such breaches or violations which Defaults as would not, individually or in the aggregate, have a Material Adverse Effect Effect. The Company’s and the Operating Partnership’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate and partnership action and will not result in any Default under the charter or prevent bylaws or be reasonably likely to prevent other organizational documents of the Company from performing or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any Lien upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company, the Operating Partnership or any of their respective subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of its obligations hereunder; or their properties, except with respect to clauses (ii) and no (iii) only, for such conflicts, breaches, Defaults, Liens, consents or violations as would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s and the Operating Partnership’s execution, delivery and performance of this Agreement or and consummation of the transactions contemplated hereby, by the Disclosure Package or and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority NASD, Inc. (the “FINRANASD”). None of the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its Significant Subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time or both, would be in default) (“Default”) under its charter or constitute a default underby-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, in the case of with respect to clauses (iii) and (iii) aboveof this sentence only, for such breaches Defaults or violations which as would not, individually or in the aggregate, have result in a Material Adverse Effect Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or prevent or be reasonably likely to prevent by-laws of the Company from performing or any Significant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its obligations hereunder; subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and no (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, with respect to clauses (ii) and (iii) of this sentence only, for such conflict, breach, Defaults, Debt Repayment Triggering Event, lien, charge, encumbrance, consent or violation as would not, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, the Trust Indenture Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale None of the Securities and the compliance by the Company with all Transaction Entities nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its subsidiaries is (i) any in violation or in default (or, with the giving of the terms notice or provisions oflapse of time, would be in default) (“Default”) under its charter, by-laws or constitute a default underorganizational documents, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company any Transaction Entity or any of its subsidiaries subsidiary is a party or by which the Company or any of its subsidiaries is bound it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company any Transaction Entity or any of its subsidiaries such subsidiary or any of its properties, exceptas applicable, in the case of except with respect to clauses (iii) and (iii) aboveonly, for such breaches Defaults or violations which as would not, individually or in the aggregate, have a Material Adverse Effect Effect. The execution, delivery and performance of this Agreement and the Indenture by the Transaction Entities and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter, by-laws or prevent organizational documents of the Transaction Entities or be reasonably likely any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Transaction Entities or any of their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to prevent the Company from performing Transaction Entities or any of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Transaction Entities or any of their subsidiaries or any of its obligations hereunder; and no or their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s Transaction Entities’ execution, delivery and performance of this Agreement or and the Indenture and consummation of the transactions contemplated hereby, by the Disclosure Package or and by the Prospectus, except such as have been obtained or made by the Company Transaction Entities and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the Company holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Transaction Entities or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effecttheir subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The issue and sale of the Securities and the compliance by Neither the Company with all nor any of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of its Significant Subsidiaries is (i) any in violation of the terms or provisions ofits articles of incorporation, charter and by-laws, or constitute a analogous constituent documents, (ii) in default under(or, with the giving of notice or lapse of time or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, deed of trust, loan agreement note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectsubject (each, (iian “Existing Instrument”) any of the provisions of the Certificate of Incorporation, By-laws or similar organizational documents of the Company or (iii) in violation of any existing statute, orderlaw, rule rule, regulation, judgment, order or regulation decree of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable (each, a “Governmental Entity”), except, in the case of with respect to clauses (iii) and (iii) aboveonly, for such breaches violations or violations which Defaults as would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect Effect. The Company’s execution, delivery and performance of this Agreement, the Indenture, the Base Indenture, the Notes and the Agency Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the articles of incorporation, charter or prevent by-laws, or be reasonably likely to prevent analogous constituent documents, of the Company from performing or any Significant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its obligations hereunder; subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and no (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and or performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such as may be required by the securities laws of foreign jurisdictions or such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). None As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effectsubsidiaries.