Common use of Non-Contravention of Existing Instruments Clause in Contracts

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter, by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”), except 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 the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant 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 Significant 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 the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiary.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter, by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”), except 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 the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant 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 Significant 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 the existence of which, or consents the failure of which to obtain, as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiary.

Non-Contravention of Existing Instruments. Neither the Company Company, the Guarantor nor any of its Significant Subsidiaries Subsidiary is (i) in violation of its charter, by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) under (“Default”) its charter or by-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company Company, the Guarantor or any of its Significant the Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company Company, the Guarantor or any of its Significant Subsidiaries Subsidiary 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, the Guarantor 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, result in have a Material Adverse ChangeEffect. The Company’s and the Guarantor’s execution, delivery and performance of this Agreement Agreement, the Indenture and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby and (including, without limitation, the issuance of the Securities), 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 Default under the provisions of the charter, charter or by-laws or other organizational documents of the Company Company, the Guarantor or any Significant 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 Company, the Guarantor or any of its Significant 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 the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company Company, the Guarantor or any Significant SubsidiarySubsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Guarantor or any Subsidiaries or any of its or their properties.

Non-Contravention of Existing Instruments. Neither the The Company nor any of its Significant Subsidiaries is not in violation of its charter, articles or by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries laws, and is not in default (ornor would it be, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, guarantee, contract, franchise, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which it is bound (including, without limitation, any credit agreement, guarantee, indenture, pledge agreement, security agreement or any other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of them may be boundthe Company, if any), or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults defaults as would notnot be reasonably expected to, individually or in the aggregate, result in any change or effect in the business, operations, results of operations, assets, capitalization, financial condition, rights or liabilities of the Company which is materially adverse to the business, operations or financial condition of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and the IndentureRepresentative’s Warrant Agreement, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby and by the Disclosure Package Prospectus and the Prospectus issuance and sale of the Common Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, constating documents or the by-laws or other organizational documents of the Company or any Significant SubsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument except for such conflicts, breaches, Defaults, liens, charges defaults or encumbrances the existence of which, or consents the failure of which to obtain, a Debt Repayment Triggering Event as would notnot be reasonably expected to, individually or in the aggregate, result in a Material Adverse Change Effect and (iii) will not result in any material violation of any law, administrative regulation or administrative or court decree applicable to the Company Company. 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 Significant Subsidiaryperson 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.

Non-Contravention of Existing Instruments. Neither of the Company Offerors nor any of its Significant the Subsidiaries is in breach or violation of its corporate charter, by-laws laws, operating agreement or other organizational documentsgoverning documents (including without limitation, the Trust Agreement) in any material respect. Neither of the Company Offerors nor any of its Significant the Subsidiaries is is, and to the knowledge of the Offerors, no other party is, in violation, breach or default (or, with the giving of or without notice or lapse of timetime or both) in the performance or observance of any term, would be covenant, agreement, obligation, representation, warranty or condition contained in default(A) (“Default”) under any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, contractlease, franchise, lease license, material Permit or any other agreement or instrument to which the Company or any of its Significant Subsidiaries it is a party or by which it or any of them its properties may be bound, which breach, violation or default could have a material adverse effect on the condition (financial or otherwise), earnings, business, affairs, prospects or results of operations of the Offerors and the Subsidiaries on a consolidated basis, and to which the knowledge of the Offerors, no other party has asserted that the Offerors or any of the property Subsidiaries is in such violation, breach or assets default (provided that the foregoing shall not apply to defaults by borrowers from the Bank), or (B) except as disclosed in the Prospectus (or, if the Prospectus is not in existence, any Preliminary Prospectus), any order, decree, judgment, rule or regulation of any court, arbitrator, government, or governmental agency or instrumentality, domestic or foreign, having jurisdiction over the Company Offerors or the Subsidiaries or any of its Significant Subsidiaries is subject their respective properties the breach, violation or default of which could have a material adverse effect on the condition (each, an “Existing Instrument”financial or otherwise), except for such Defaults as would notearnings, individually business, affairs, prospects or in results of operations of the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement Offerors and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant Subsidiary, (ii) will not conflict with or constitute Subsidiaries on 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 Significant 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 the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiaryconsolidated basis.

Non-Contravention of Existing Instruments. Neither the The Company nor any of its Significant Subsidiaries is not in violation of its charter, articles or by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries laws, and is not in default (ornor would it be, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, guarantee, contract, franchise, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which it is bound (including, without limitation, any credit agreement, guarantee, indenture, pledge agreement, security agreement or any other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of them may be boundthe Company, if any), or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults defaults as would notnot be reasonably expected to, individually or in the aggregate, result in any change or effect in the business, operations, results of operations, assets, capitalization, financial condition, rights or liabilities of the Company which is materially adverse to the business, operations or financial condition of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Deposit Agreement, the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby and by the Disclosure Package Prospectus and the Prospectus issuance and sale of the Ordinary Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, constating documents or the by-laws or other organizational documents of the Company or any Significant SubsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument except for such conflicts, breaches, Defaults, liens, charges defaults or encumbrances the existence of which, or consents the failure of which to obtain, a Debt Repayment Triggering Event as would notnot be reasonably expected to, individually or in the aggregate, result in a Material Adverse Change Effect and (iii) will not result in any material violation of any law, administrative regulation or administrative or court decree applicable to the Company Company. 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 Significant Subsidiaryperson 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.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant the Subsidiaries is (i) in violation of its charter, by-laws Certificate of Formation or other formation document (“Charter”) or bylaws, (ii) any limited partnership agreement, limited liability company agreement or similar organizational documents. Neither the Company nor any , (iii) in violation of its Significant Subsidiaries is in or default (or, or with the giving of notice or lapse of timetime or both, would will be in default) (“Default”) under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound or (iv) 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 (iii) through (iv), for such violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The execution and delivery of the Transaction Documents and the consummation of the transactions herein contemplated and the fulfillment of the terms hereof will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under (1) the Charter or bylaws of the Company, (2) any limited partnership agreement, limited liability company agreement or similar organizational documents of the Company’s Subsidiaries, (3) any contract, indenture, mortgage, loan or credit agreement, note, contract, franchise, lease deed of trust or other agreement or instrument to which the Company or any of its Significant the Subsidiaries is a party or by which it or any of them may be boundparty, or (4) any order, rule or regulation applicable to which any of the property or assets of the Company or any of its Significant the Subsidiaries is subject of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction over the Company or any of the Subsidiaries or any of their respective properties, except, with respect to clauses (each, an “Existing Instrument”3) through (4), except for where such Defaults as conflicts, breaches or defaults would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant 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 Significant 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 the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant SubsidiaryEffect.

Non-Contravention of Existing Instruments. Neither the Company Company, the Guarantor nor any of its Significant Subsidiaries is Subsidiary is: (i) in violation of its charter, by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) under (“Default”) its charter or by-laws or similar organizational documents, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company Company, the Guarantor or any of its Significant the Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company Company, the Guarantor or any of its Significant Subsidiaries Subsidiary 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, the Guarantor 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, result in have a Material Adverse ChangeEffect. The Company’s and the Guarantor’s execution, delivery and performance of this Agreement and Agreement, the Indenture, the Securities, the Exchange Notes and the issuance and delivery of the Securities Exchange Guarantees, and consummation by the Company of the transactions contemplated hereby and thereby and (including, without limitation, the issuance of the Securities), by the Disclosure Package and by the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of Default under the provisions of the charter, charter or by-laws or other similar organizational documents of the Company Company, the Guarantor or any Significant 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 Company, the Guarantor or any of its Significant 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 the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company Company, the Guarantor or any Significant SubsidiarySubsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Guarantor or any Subsidiaries or any of its or their properties.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries Subsidiary nor CNXM is (i) in violation of its charter, by-laws bylaws or other similar organizational documents. Neither the Company nor any of its Significant Subsidiaries is document, (ii) in default (orin the performance or observance of any obligation, with the giving of notice agreement, covenant or lapse of timecondition contained in any contract, would be in default) (“Default”) under any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its Significant Subsidiaries subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property properties or assets of the Company or any of its Significant Subsidiaries subsidiary is subject (eachcollectively, an “Existing InstrumentAgreements and Instruments”), except for such Defaults as defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Change, or (iii) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s issuance and sale of the Securities, the compliance by the Company and the Guarantors with all of the provisions of the Securities and the execution, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation Transaction Documents by the Company and the Guarantors and the consummation of the transactions contemplated hereby and thereby and in the Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Disclosure Package Company and the Prospectus (i) Guarantors with their obligations hereunder have been duly authorized by all necessary corporate or other action and do not and will not result in any violation not, whether with or without the giving of the provisions notice or passage of the chartertime or both, by-laws or other organizational documents of the Company or any Significant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its Significant Subsidiaries subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Agreements and Instruments (except for such conflicts, breaches, Defaults, defaults or Repayment Events or liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, that would not, individually singly or in the aggregate, result in a Material Adverse Change and (iii) Change), nor will not such action result in any violation of any lawthe provisions of the charter, administrative regulation bylaws or administrative or court decree applicable to similar organizational document of the Company or any Significant Subsidiaryof its subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments. Neither the The Company nor any of its Significant Subsidiaries is not in violation of its charter, certificate of incorporation or by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries laws, and is not in default (ornor would it be, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, guarantee, contract, franchise, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which it is bound (including, without limitation, any credit agreement, guarantee, indenture, pledge agreement, security agreement or any other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of them may be boundthe Company, if any), or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults defaults as would notnot be reasonably expected to, individually or in the aggregate, result in any change or effect in the business, operations, results of operations, assets, capitalization, financial condition, rights or liabilities of the Company which is materially adverse to the business, operations or financial condition of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Agreement, the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby and by the Disclosure Package Prospectus and the Prospectus issuance and sale of the Public Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, constitutive documents or the by-laws or other organizational documents of the Company or any Significant SubsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument except for such conflicts, breaches, Defaults, liens, charges defaults or encumbrances the existence of which, or consents the failure of which to obtain, a Debt Repayment Triggering Event as would notnot be reasonably expected to, individually or in the aggregate, result in a Material Adverse Change Effect and (iii) will not result in any material violation of any law, administrative regulation or administrative or court decree applicable to the Company Company. 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 Significant Subsidiaryperson 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.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant the Subsidiaries is (i) in violation of its charter, by-laws Certificate of Formation or other formation document (“Charter”) or Bylaws, limited partnership agreement, limited liability company agreement or similar organizational documents. Neither the Company nor any , (ii) in violation of its Significant Subsidiaries is in or default (or, or with the giving of notice or lapse of timetime or both, would will be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, notelease, contract, franchise, lease indenture or other instrument or obligation to which the Company or any of its Significant Subsidiaries it is a party or by which it or any of them may be boundit, or to which any of the property or assets of the Company or any of its Significant Subsidiaries properties, is subject bound or (eachiii) in violation of any statute, an “Existing Instrument”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 (i) through (iii), except for such Defaults violations or defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and the Indenture, and the issuance execution and delivery of the Securities Transaction Documents and the consummation by the Company of the transactions herein contemplated hereby and thereby 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 fulfillment of the provisions of the charter, by-laws or other organizational documents of the Company or any Significant Subsidiary, (ii) terms hereof will not conflict with or constitute result in a breach of any of the terms or provisions of, or Default underconstitute a default under (1) the Charter or Bylaws, of the Company, (2) any contract, indenture, mortgage, deed of trust or result in the creation other agreement or imposition of any lien, charge or encumbrance upon any property or assets of instrument to which the Company or any of its Significant the Subsidiaries pursuant tois a party, or require the consent of (3) any other party toorder, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges rule or encumbrances the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiaryof the Subsidiaries of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction over the Company or any of the Subsidiaries or any of their respective properties, except, with respect to clauses (2) and (3), where such conflicts, breaches or defaults would not result in a Material Adverse Effect.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries subsidiaries is in violation of its chartercharter or by‑laws, by-laws partnership agreement or other operating agreement or similar organizational documents. Neither the Company nor any of its Significant Subsidiaries , as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its Significant Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property their respective properties or assets of the Company or any of its Significant Subsidiaries is are subject (each, an “Existing Instrument”), except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or otherwise), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement Agreement, consummation of the transactions contemplated hereby, and by the Registration Statement, the Time of Sale Prospectus and the Indenture, Prospectus and the issuance and delivery sale of the Securities and consummation by Offered Shares (including the Company use of proceeds from the sale of the transactions contemplated hereby and thereby and by Offered Shares as described in the Disclosure Package Registration Statement, the Time of Sale Prospectus 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 chartercharter or by‑laws, by-laws partnership agreement or other operating agreement or similar organizational documents documents, as applicable, of the Company or any Significant Subsidiary, 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 Significant Subsidiaries 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 the existence of which, or consents the failure of which to obtain, would notas could not be expected, individually or in the aggregate, result in to have a Material Adverse Change Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiaryof its subsidiaries, except as could not be expected, individually or in the aggregate, to have a Material Adverse Effect. 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.

Non-Contravention of Existing Instruments. Neither the Company nor any None of its Significant Subsidiaries is in violation of its charterParent, by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its the Significant Subsidiaries is in breach or violation of any of the terms and provisions of, or in default under, (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, that has jurisdiction over Parent, the Company, or any of the Significant Subsidiaries or any of their properties, (ii) any agreement or instrument to which Parent, the Company or any of the Significant Subsidiaries is a party or by which it Parent, the Company or any of them may be bound, the Significant Subsidiaries is bound or to which any of the property properties of Parent, the Company or assets the Significant Subsidiaries is subject or (iii) the charter, by-laws or similar governing document of the Company or any of its Parent, the Significant Subsidiaries is subject (each, each an “Existing Instrument”), except with respect to clauses (i) and (ii) for any breaches, violations or defaults that would not have a Material Adverse Effect. Assuming the accuracy of the representations of the other parties hereto and the performance by those parties of their agreements herein, the execution, delivery and performance of the Base Indenture, the Fourth Supplemental Indenture and this Agreement, and the issuance and sale of the Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (A) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, that has jurisdiction over Parent or any of its subsidiaries or any of their properties, (B) any agreement or instrument to which Parent, the Company or any of the Significant Subsidiaries is a party or by which Parent, the Company or any of the Significant Subsidiaries is bound or to which any of the properties of the Company or the Significant Subsidiaries is subject or (C) the charter, by-laws or similar governing documents of Parent, the Company or any other Guarantor, except, with respect to clauses (A) and (B), where such Defaults as breach, violation or default would notnot reasonably be expected to have, individually or in the aggregate, result in a Material Adverse Change. The Company’s executionEffect or would materially and adversely affect the ability of Parent, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant 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 Significant 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 the existence of which, or consents the failure of which Guarantor to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiaryperform their respective obligations under this Agreement.

Non-Contravention of Existing Instruments. Neither the Company nor any issuance and sale of its Significant Subsidiaries is in violation the Shares by the Company, the execution, delivery or performance of its charter, by-laws or other organizational documents. Neither this Agreement by the Company and the Operating Partnership nor any the consummation by the Company and the Operating Partnership of its Significant Subsidiaries is in default the transactions contemplated hereby (ori) conflicts with, or will conflict with, or constitutes, or with the giving of notice or lapse of time, would be in default) will constitute a breach of, or a default under, the Company's Declaration of Trust or bylaws (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument applicable Organizational Document), the Operating Partnership's certificate of limited partnership or the Partnership Agreement, or any Existing Instrument to which the Company or any of its Significant the Subsidiaries is a party or by which it or any of them its or their Properties may be bound, (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to which any of the property or assets of the Company or any of its Significant the Subsidiaries is subject (each, an “Existing Instrument”), except 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 the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant Subsidiaryof their Properties, or (iiiv) will not conflict with or constitute results in a breach of, or Default default or Debt Repayment Triggering Event (as defined below) under, or result results in the creation or imposition of any lien, charge or encumbrance upon any property Property or assets of the Company or any of its Significant the Subsidiaries pursuant to, or require requires the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaultsdefaults, liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, would that will not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in Effect. As used herein, a "Debt Repayment Triggering Event" means any violation event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any lawnote, administrative regulation debenture or administrative other evidence of indebtedness (or court decree applicable 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 Significant Subsidiaryof the Subsidiaries.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries Subsidiary is (i) in violation of its charter, by-laws bylaws or other similar organizational documents. Neither the Company nor any of its Significant Subsidiaries is document, (ii) in default (orin the performance or observance of any obligation, with the giving of notice agreement, covenant or lapse of timecondition contained in any contract, would be in default) (“Default”) under any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its Significant Subsidiaries subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property properties or assets of the Company or any of its Significant Subsidiaries subsidiary is subject (eachcollectively, an “Existing InstrumentAgreements and Instruments”), except for such Defaults as defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Change, or (iii) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s issuance and sale of the Securities, the compliance with the Company and the Guarantors of all of the provisions of the Securities and the execution, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby and in the Offering Memorandum (and the issuance and sale of the Securities (including the issuance of any Underlying Securities upon conversion thereof) and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Disclosure Package Company and the Prospectus (i) Guarantors with their obligations hereunder have been duly authorized by all necessary corporate or other action and do not and will not result in any violation not, whether with or without the giving of the provisions notice or passage of the chartertime or both, by-laws or other organizational documents of the Company or any Significant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its Significant Subsidiaries subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Agreements and Instruments (except for such conflicts, breaches, Defaults, defaults or Repayment Events or liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, that would not, individually singly or in the aggregate, result in a Material Adverse Change and (iii) Change), nor will not such action result in any violation of any lawthe provisions of the charter, administrative regulation bylaws or administrative or court decree applicable to similar organizational document of the Company or any Significant Subsidiaryof its subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its charter, by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter or by-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries such subsidiary is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its Significant Subsidiaries 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 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, reasonably be expected to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby and 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 Default under the provisions of the charter, charter or by-laws or other organizational documents of the Company or any Significant Subsidiarysubsidiary, (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 Significant Subsidiaries 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 the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any Significant Subsidiaryof 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), for such breach, Default, Debt Repayment Triggering Event, or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

Non-Contravention of Existing Instruments. Neither the Company nor any None of its Significant Subsidiaries is in violation of its charterParent, by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its the Significant Subsidiaries is in breach or violation of any of the terms and provisions of, or in default under, (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, that has jurisdiction over Parent, the Company, or any of the Significant Subsidiaries or any of their properties, (ii) any agreement or instrument to which Parent, the Company or any of the Significant Subsidiaries is a party or by which it Parent, the Company or any of them may be bound, the Significant Subsidiaries is bound or to which any of the property or assets properties of Parent, the Company or any of its the Significant Subsidiaries is subject or (eachiii) the charter, by-laws or similar governing document of Parent, the Company or any of the Significant Subsidiaries (each an “Existing Instrument”), except with respect to clauses (i) and (ii) for any breaches, violations or defaults that would not have a Material Adverse Effect. Assuming the accuracy of the representations of the other parties hereto and the performance by those parties of their agreements herein, the execution, delivery and performance of the Base Indenture, the Seventh Supplemental Indenture and this Agreement, and the issuance and sale of the Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (A) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, that has jurisdiction over Parent or any of its subsidiaries or any of their properties, (B) any agreement or instrument to which Parent, the Company or any of the Significant Subsidiaries is a party or by which Parent, the Company or any of the Significant Subsidiaries is bound or to which any of the properties of the Company or the Significant Subsidiaries is subject or (C) the charter, by-laws or similar governing documents of Parent, the Company or any other Guarantor, except, with respect to clauses (A) and (B), where such Defaults as breach, violation or default would notnot reasonably be expected to have, individually or in the aggregate, result in a Material Adverse Change. The Company’s executionEffect or would materially and adversely affect the ability of Parent, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant 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 Significant 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 the existence of which, or consents the failure of which Guarantor to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiaryperform their respective obligations under this Agreement.

Non-Contravention of Existing Instruments. Neither the No Further Authorizations or Approvals Required. The Company nor any of its Significant Subsidiaries is not in violation of its charter, charter or by-laws laws, partnership agreement or other operating agreement or similar organizational documents. Neither the Company nor any of its Significant Subsidiaries is , as applicable, or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property its properties or assets of the Company or any of its Significant Subsidiaries is are subject (each, an “Existing Instrument”), except for such Defaults as would notreasonably not be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and the IndentureAgreement, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus 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, charter or by-laws laws, partnership agreement or other operating agreement or similar organizational documents documents, as applicable, of the Company or any Significant SubsidiaryCompany, (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 Significant 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 the existence of which, or consents the failure of which to obtain, as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Change Effect, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except as would not reasonably be expected, individually or in the aggregate, to 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 performance of this Agreement and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or any Significant Subsidiaryblue sky laws or FINRA.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant the Subsidiaries is (i) in violation of its charter, by-laws Certificate of Formation or other formation document (“Charter”) or bylaws, limited partnership agreement, limited liability company agreement or similar organizational documents. Neither the Company nor any , (ii) in violation of its Significant Subsidiaries is in or default (or, or with the giving of notice or lapse of timetime or both, would will be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, notelease, contract, franchise, lease indenture or other instrument or obligation to which the Company or any of its Significant Subsidiaries it is a party or by which it or any of them may be boundit, or to which any of the property or assets of the Company or any of its Significant Subsidiaries properties, is subject bound or (eachiii) in violation of any statute, an “Existing Instrument”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 (i) through (iii), except for such Defaults violations or defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and the Indenture, and the issuance execution and delivery of the Securities Transaction Documents and the consummation by the Company of the transactions herein contemplated hereby and thereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action fulfillment of the terms hereof did not and will not result in any violation of the provisions of the charternot, by-laws or other organizational documents of the Company or any Significant Subsidiaryas applicable, (ii) will not conflict with or constitute result in a breach of any of the terms or provisions of, or Default underconstitute a default under (1) the Charter or Bylaws of the Company, (2) any contract, indenture, mortgage, deed of trust or result in the creation other agreement or imposition of any lien, charge or encumbrance upon any property or assets of instrument to which the Company or any of its Significant the Subsidiaries pursuant tois a party, or require the consent of (3) any other party toorder, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges rule or encumbrances the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiaryof the Subsidiaries of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction over the Company or any of the Subsidiaries or any of their respective properties, except, with respect to clauses (2) and (3), where such conflicts, breaches or defaults would not result in a Material Adverse Effect.

Non-Contravention of Existing Instruments. Neither the No Further Authorizations or Approvals Required. The Company nor any of its Significant Subsidiaries is not in violation of its charter, charter or by-laws laws, partnership agreement or other operating agreement or similar organizational documents. Neither the Company , as applicable, nor any of its Significant Subsidiaries is it in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property its properties or assets of the Company or any of its Significant Subsidiaries is are subject (each, an “Existing Instrument”), except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the IndentureAgreement, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby and by the Disclosure Package 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, charter or by-laws or other organizational documents of the Company 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 Significant 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 the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change Instrument 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, is required for 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, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA (as defined below). 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 Significant Subsidiaryperson 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.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant the Subsidiaries is (i) in violation of its charter, by-laws Certificate of Formation or other formation document (“Charter”) or bylaws, limited partnership agreement, limited liability company agreement or similar organizational documents. Neither the Company nor any , (ii) in violation of its Significant Subsidiaries is in or default (or, or with the giving of notice or lapse of timetime or both, would will be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, notelease, contract, franchise, lease indenture or other instrument or obligation to which the Company or any of its Significant Subsidiaries it is a party or by which it or any of them may be boundit, or to which any of the property or assets of the Company or any of its Significant Subsidiaries properties, is subject bound or (eachiii) in violation of any statute, an “Existing Instrument”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 (i) through (iii), except for such Defaults violations or defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and the Indenture, and the issuance execution and delivery of the Securities Transaction Documents and the consummation by the Company of the transactions herein contemplated hereby and thereby 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 fulfillment of the provisions of the charter, by-laws or other organizational documents of the Company or any Significant Subsidiary, (ii) terms hereof will not conflict with or constitute result in a breach of any of the terms or provisions of, or Default underconstitute a default under (1) the Charter or Bylaws of the Company, (2) any contract, indenture, mortgage, deed of trust or result in the creation other agreement or imposition of any lien, charge or encumbrance upon any property or assets of instrument to which the Company or any of its Significant the Subsidiaries pursuant tois a party, or require the consent of (3) any other party toorder, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges rule or encumbrances the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiaryof the Subsidiaries of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction over the Company or any of the Subsidiaries or any of their respective properties, except, with respect to clauses (2) and (3), where such conflicts, breaches or defaults would not result in a Material Adverse Effect.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries subsidiaries is in violation of its charter, charter or by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its Significant Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its Significant Subsidiaries subsidiaries is subject (each, an “Existing Instrument”), except 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 the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, charter or by-laws or other organizational documents of the Company or any Significant Subsidiarysubsidiary, (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 Significant Subsidiaries 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 the existence of which, or consents the failure of which to obtain, as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiarysubsidiary (including, without limitation, those administered by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA).

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries subsidiaries is (A) in violation of its charter, by-laws or other similar organizational documents. Neither the Company nor any of its Significant Subsidiaries is document, (B) in default (orin the performance or observance of any obligation, with the giving of notice agreement, covenant or lapse of timecondition contained in any contract, would be in default) (“Default”) under any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its Significant Subsidiaries subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property properties or assets of the Company or any of its Significant Subsidiaries subsidiary is subject (eachcollectively, an “Existing InstrumentAgreements and Instruments”), except for such Defaults as defaults that would notnot reasonably be expected to, individually singly or in the aggregate, result in a Material Adverse ChangeEffect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby herein and thereby and by in the Disclosure Package Registration Statement and the Prospectus (iincluding the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not result in any violation not, whether with or without the giving of the provisions notice or passage of the chartertime or both, by-laws or other organizational documents of the Company or any Significant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its Significant Subsidiaries subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument, Agreements and Instruments (except for such conflicts, breaches, Defaults, defaults or Repayment Events or liens, charges or encumbrances the existence of whichthat would not reasonably be expected to, or consents the failure of which to obtain, would not, individually singly or in the aggregate, result in a Material Adverse Change and (iii) Effect), nor will not such action result in any violation of any lawthe provisions of (i) the charter, administrative regulation by-laws or administrative or court decree applicable to similar organizational document of the Company or any Significant Subsidiaryof its subsidiaries or (ii) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) for such violations that would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect and as would not materially and adversely affect the consummation of the transactions contemplated in this Agreement. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter, by-laws No Further Authorizations or other organizational documentsApprovals Required. Neither the Company nor any of its Significant Subsidiaries is (A) in default violation of its articles of association (oror similar organizational document), with in force as at the giving of notice date hereof or lapse of time, would as expected to be in defaultforce immediately following the offering, (B) (“Default”) under in breach, default or violation of any of the terms or provisions of any agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease or other instrument agreement or instrument, as applicable, to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be boundparty, or to which any of the property their respective properties or assets are subject (collectively, “Agreements and Instruments”), or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its Significant Subsidiaries is subject or any of their respective properties, assets or operations (each, an a “Existing InstrumentGovernmental Entity”), except except, in the case of (B) and (C), for any such Defaults as violation which would not, individually or in the aggregate, result in a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby herein and thereby and by in the Disclosure Package Registration Statement and the Prospectus (iincluding the offering and sale of the Shares and the use of the proceeds from the sale of the Shares as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not result in any violation not, whether with or without the giving of the provisions notice or passage of the chartertime or both, by-laws or other organizational documents of the Company or any Significant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Agreements and Instruments (except for such conflicts, breaches, Defaults, defaults or Repayment Events or liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, that would not, individually or in the aggregate, result in a Material Adverse Change and (iii) Effect), nor will not such action result in any violation of any law, administrative regulation the provisions of the articles of association or administrative or court decree applicable to similar organizational document of the Company or any Significant Subsidiaryof its Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiaries.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter, by-laws No Further Authorizations or other organizational documents----------------------------------------------------------------------- Approvals Required. Neither the Company nor any of its Significant Subsidiaries subsidiaries is in ------------------ violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“each a "Default”") under in the ------- performance or observance of any obligation, agreement, covenant or other condition contained in any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its Significant Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its Significant Subsidiaries subsidiaries is subject (each, an “"Existing Instrument”"), except for ------------------- such Defaults as would notnot reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. The Company’s 's execution, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby and by the Disclosure Package Prospectus (including the issuance and sale of the Common Shares and the use of proceeds from the sale of the Common Shares as described in the Prospectus under the caption "Use of Proceeds" and the reclassification (the "Reclassification") and stock-split (the "Stock-Split"), as described in the Prospectus under the caption "The Reclassification") and compliance by the Company with its obligations hereunder (i) have been duly authorized by all necessary corporate action and do not and will not result in any violation of the provisions of the charter, charter or by-laws or other organizational documents of the Company or any Significant Subsidiaryof its subsidiaries, (ii) do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or Default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries subsidiaries pursuant to, or require the consent of any other party to, any Existing InstrumentInstrument or employee benefit or similar plan of the Company or any of its subsidiaries, except for such conflicts, breaches, Defaults, Repayment Events, liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, as would not, individually or in the aggregate, result in a Material Adverse Change Change, and (iii) will not result in any violation of any law, statute, rule, judgment, order, writ, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiaryof its subsidiaries, 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, is required for the Company's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus (including the offering, issuance and sale of the Common Shares, the Reclassification and the Stock Split), except (i) 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 NASD, and (ii) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which Reserved Securities are offered. As used herein, a "Repayment --------- Event" means any event or condition which gives the holder of any note, ----- debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter, by-laws No Further Authorizations or other organizational documentsApprovals Required. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, (i) the credit agreement dated October 3, 2005 among the Company and the parties named therein for whom Bank of America, N.A. is acting as administrative agent, (ii) the credit agreement dated October 3, 2005 among Xxxxxxx Group, LLC, a wholly-owned subsidiary of the Company, and the parties named therein for whom Bank of America, N.A. is acting as administrative agent, and (iii) the Company’s 3.75% Convertible Senior Subordinated Notes due 2024 (the “Notes”) or the related indenture), or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”), except 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 the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby and by the Disclosure Package Time of Sale Prospectus and the Prospectus (i) have been duly authorized by all necessary corporate action required by the Company and will not result in any violation of the provisions of the charter, charter or by-laws or other organizational documents of the Company 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 Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges breaches or encumbrances the existence of which, or consents the failure of which to obtain, Defaults that would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiary, 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, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated thereby and by the Time of Sale Prospectus 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 and the NYSE and such as may be required under applicable state securities or blue sky laws and from the National Association of Securities Dealers, Inc. (the “NASD”). 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.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter, by-laws No Further ----------------------------------------------------- Authorizations or other organizational documentsApprovals Required. Neither the Company nor any of its Significant ------------------------------------ Subsidiaries is in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “"Existing Instrument”"), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s 's execution, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, charter or by-laws or other organizational documents of the Company or any Significant 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 Significant 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 the existence of which, or consents the failure of which to obtain, as would not, individually or in the aggregate, result in a Material Adverse Change Change; and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the Company's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus, except such as have been obtained by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and the NASD.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter, by-laws No Further Authorizations or other organizational documentsApprovals Required. Neither the Company nor any of its Significant Subsidiaries is in default (orthe Guarantors is, or with the giving of notice or lapse of timetime or both, would be will be, in defaultviolation of or in default under (i) its Certificate of Incorporation or By-Laws, (“Default”ii) under any indenture, mortgage, loan or credit agreement, notelease, contract, franchise, lease indenture or other instrument or obligation to which the Company or any of its Significant Subsidiaries it is a party or by which it or any of them may be boundit, or to which any of the property or assets of the Company or any of its Significant Subsidiaries properties, is subject bound and, solely with respect to this clause (each, an “Existing Instrument”ii), except for such Defaults as which violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s execution, execution and delivery and performance of this Agreement by the Company and the IndentureGuarantors of, and the issuance and delivery of the Securities and consummation performance by the Company and the Guarantors of their obligations under, this Agreement, the Indenture and the Securities will not contravene any provision of applicable law or the Amended and Restated Certificate of Incorporation, as amended, or the Amended and Restated By-Laws of the transactions contemplated hereby and thereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in Company, as amended, or any violation of the provisions of the charter, by-laws agreement or other organizational documents of the Company or any Significant 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 instrument binding upon any property or assets of the Company or any of the subsidiaries that is material to the Company and its Significant Subsidiaries pursuant tosubsidiaries, taken as a whole, or require the consent any judgment, order or decree of any other party togovernmental body, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative agency or court decree applicable to having jurisdiction over the Company or any Significant Subsidiarysubsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Indenture or the Securities, except (1) such as may have been obtained, (2) as may be required by applicable federal or state securities laws, (3) for qualification of the Indenture under the Trust Indenture Act and (4) to the extent that failure to obtain any such consent, approval, authorization, order or qualification would not have a material adverse effect on the ability of the Company to perform its obligations under this Agreement, the Indenture or the Securities.

Non-Contravention of Existing Instruments. Neither None of the Company nor any of its Significant Subsidiaries Partnership Entities is (i) in violation of its chartercertificate of limited partnership, by-laws limited partnership agreement, certificate of formation, limited liability company agreement or other similar organizational documents. Neither the Company nor any of its Significant Subsidiaries is document, (ii) in default (orin the performance or observance of any obligation, with the giving of notice agreement, covenant or lapse of timecondition contained in any contract, would be in default) (“Default”) under any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its Significant Subsidiaries the Partnership Entities is a party or by which it or any of them may be bound, bound or to which any of the property properties or assets of the Company or any of its Significant Subsidiaries the Partnership Entities is subject (eachcollectively, an “Existing InstrumentAgreements and Instruments”), except for such Defaults as defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Change, or (iii) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Partnership Entities or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the Indenture, consummation of the transactions contemplated herein and in the Offering Memorandum (including the issuance and delivery sale of the Securities and consummation the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Company of the transactions contemplated hereby and thereby and by the Disclosure Package and the Prospectus (i) Partnership Parties with their obligations hereunder have been duly authorized by all necessary corporate or other action and do not and will not result in any violation not, whether with or without the giving of the provisions notice or passage of the chartertime or both, by-laws or other organizational documents of the Company or any Significant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its Significant Subsidiaries Partnership Entities pursuant to, or require the consent of any other party to, any Existing Instrument, Agreements and Instruments (except for such conflicts, breaches, Defaults, liens, charges defaults or encumbrances the existence of which, Repayment Events or consents the failure of which to obtain, Liens that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (iii) Change), nor will not such action result in any violation of the provisions of the certificate of limited partnership, limited partnership agreement, certificate of formation, limited liability company agreement or similar organizational document of any of the Partnership Entities or any law, administrative regulation statute, rule, regulation, judgment, order, writ or administrative decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or court decree applicable to condition which gives the Company holder of any note, debenture or other evidence of indebtedness (or any Significant Subsidiaryperson 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 Partnership Entities.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter, by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”), except 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 the Indenture, and the issuance and delivery of the Securities and consummation by the Company and the Operating Partnership, the consummation of the transactions contemplated hereby and thereby and by the Disclosure Package and application of the net proceeds from the sale of the Shares as described in the Prospectus under the caption “Use of Proceeds” will not (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, by-laws or other organizational documents of the Company or any Significant 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 a lien upon any property or assets of the Company or any of its Significant Subsidiaries pursuant toor (ii) conflict with or result in a breach or violation of any of the terms or provisions of, or require constitute (with or without the consent giving of notice or the passage of time, or both) a default (or give rise to any right of termination, cancellation or acceleration) under (x) any of the terms, conditions or provisions of any note, bond, indenture, mortgage, deed of trust, lease, license, contract, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party toor by which the Company or any of its Subsidiaries is bound or to which any of the properties described in the Prospectus as owned or leased by the Company or its Subsidiaries (the “Properties” or “Property”) or other assets of the Company or any of its Subsidiaries is subject, (y) any Existing Instrumentof the provisions of the charter, declaration of trust, by-laws, certificate of limited partnership, agreement of limited partnership or other organizational document of the Company or any of its Subsidiaries, or (z) any statute or any order, writ, injunction, decree, 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 or assets, except for any such conflictsbreach or violation in the case of (i) or (ii) above that could not, breachesindividually or in the aggregate, Defaultsreasonably be expected to have a Material Adverse Effect; and no consent, liensapproval, charges authorization or encumbrances the existence of whichorder of, or consents filing or registration with, any such court or governmental agency or body is required for the failure execution, delivery and performance of which to obtainthis Agreement by the Company and the Operating Partnership and the consummation of the transactions contemplated hereby, except for (a) such consents, approvals, authorizations and registrations as have been obtained, (b) the registration under the Securities Act and the Exchange Act of the Shares, (c) such consents, approvals, authorizations and registrations as may be required by the NYSE, the Financial Industry Regulatory Authority, Inc. (the “FINRA”), or under state securities or blue sky laws in connection with the purchase and distribution of the Shares by CF&Co and (d) such consents, approvals, authorizations, registrations or qualifications that would not, individually or in the aggregate, result in affect the validity of the Shares, the ability of the Company to consummate the transactions herein contemplated or reasonably be expected to have a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant SubsidiaryEffect.

Non-Contravention of Existing Instruments. Neither the Company nor any issuance and sale of its Significant Subsidiaries is in violation the Shares by the Company, the execution, delivery or performance of its charter, by-laws or other organizational documents. Neither this Agreement by the Company and the Operating Partnership nor any the consummation by the Company and the Operating Partnership of its Significant Subsidiaries is in default the transactions contemplated hereby (ori) conflicts with, or will conflict with, or constitutes, or with the giving of notice or lapse of time, would be in defaultwill constitute a breach of, or a default under, the Company's Declaration of Trust or bylaws (or other applicable Organizational Document), the Operating Partnership's certificate of limited partnership or the Partnership Agreement, (ii) (“Default”) conflicts with, or will conflict with, or constitutes, or with the giving of notice or lapse of time, will constitute a breach of, or a default under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument Existing Instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them its or their Properties may be bound, as the case may be, (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”), except 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 the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant Subsidiaryof their Properties, or (iiiv) will not conflict with or constitute results in a breach of, or Default default or Debt Repayment Triggering Event (as defined below) under, or result results in the creation or imposition of any lien, charge or encumbrance upon any property Property or assets of the Company or any of its Significant Subsidiaries pursuant to, or require requires the consent of any other party to, any Existing Instrument, except for except, in the cases of clauses (ii)-(iv), such conflicts, breaches, Defaultsdefaults, liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, would that will not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in Effect. As used herein, a "Debt Repayment Triggering Event" means any violation event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any lawnote, administrative regulation debenture or administrative other evidence of indebtedness (or court decree applicable 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 Significant Subsidiaryof its Subsidiaries.

Non-Contravention of Existing Instruments. Neither the Company nor any None of its Significant Subsidiaries is in violation of its charterParent, by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its the Significant Subsidiaries is in breach or violation of any of the terms and provisions of, or in default under, (A) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, that has jurisdiction over Parent, the Company, or any of the Significant Subsidiaries or any of their properties, (B) any agreement or instrument to which Parent, the Company or any of the Significant Subsidiaries is a party or by which it Parent, the Company or any of them may be bound, the Significant Subsidiaries is bound or to which any of the property or assets properties of Parent, the Company or any of its the Significant Subsidiaries is subject or (eachC) the charter, by-laws or similar governing document of Parent, the Company or any of the Significant Subsidiaries (each an “Existing Instrument”), except with respect to clauses (A) and (B) for any breaches, violations or defaults that would not have a Material Adverse Effect. Assuming the accuracy of the representations of the other parties hereto and the performance by those parties of their agreements herein, the execution, delivery and performance of the Base Indenture, the Eighth Supplemental Indenture and this Agreement, and the issuance and sale of the Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (X) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, that has jurisdiction over Parent or any of its subsidiaries or any of their properties, (Y) any agreement or instrument to which Parent, the Company or any of the Significant Subsidiaries is a party or by which Parent, the Company or any of the Significant Subsidiaries is bound or to which any of the properties of the Company or the Significant Subsidiaries is subject or (Z) the charter, by-laws or similar governing documents of Parent or the Company, except, with respect to clauses (X) and (Y), where such Defaults as breach, violation or default would notnot reasonably be expected to have, individually or in the aggregate, result in a Material Adverse Change. The Company’s executionEffect or would materially and adversely affect the ability of Parent or Company to perform their respective obligations under this Agreement, delivery and performance of this Agreement and the Indenture, and Indenture or the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant 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 Significant 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 the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant SubsidiaryNotes.

Non-Contravention of Existing Instruments. Neither None of the Company nor Company, Parent or any of its Significant the Subsidiaries is in violation of its chartercertificate of incorporation, by-laws or other organizational documentsor constitutional documents (the “Charter Documents”). Neither None of the Company nor Company, Parent or any of its Significant the Subsidiaries is (i) in default violation of any Federal, state, local or foreign statute, law (orincluding, with the giving of notice without limitation, common law) or lapse of timeordinance, would be in default) or any judgment, decree, rule, regulation or order (collectively, “DefaultApplicable Law”) of any federal, state, local or other governmental authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization, domestic or foreign (each, a “Governmental Authority”) applicable to any of them or any of their respective properties, or (ii) in breach of or default under any bond, debenture, note or other evidence of indebtedness, indenture, mortgage, loan or credit agreement, note, contract, franchisedeed of trust, lease or any other agreement or instrument to which the Company or any of its Significant Subsidiaries them is a party or by which it or any of them may be or their respective property is bound, or to which any of including the property or assets of credit agreement among Emerald Driller Company, Sapphire Driller Company, Aquamarine Driller Company, Topaz Driller Company, Vantage Drilling Company and certain subsidiaries thereto, the lenders thereto and Natixis (the “Natixis Credit Agreement”) and that certain Rig Construction Contract dated August 14, 2007, between PPL Ship Shipyard PTE (the “Shipyard”) and the Company or any of its Significant Subsidiaries is subject (eachthe “Rig Construction Contract”) (collectively, an “Existing InstrumentApplicable Agreements”), except for such Defaults violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All Applicable Agreements are in full force and effect and are legal, valid and binding obligations, other than as disclosed in the Time of Sale Document and Final Offering Memorandum. There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter Documents or Applicable Laws, (b) a breach of or default under any Applicable Agreement or (c) result in the imposition of any penalty or the acceleration of any indebtedness, except in the cases of subclauses (b) and (c) above as is (1) disclosed in the Time of Sale Document and Final Offering Memorandum and (2) as would not, individually or in the aggregate, result in be reasonably expected to have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant 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 Significant 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 the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant SubsidiaryEffect.

Non-Contravention of Existing Instruments. Neither the Company To SGC’s knowledge, neither Xantic nor any of its Significant Subsidiaries Material Xantic Subsidiary is in violation of its charter, by-laws or other similar organizational documents. Neither the Company nor any of its Significant Subsidiaries documents or is in default (or, or with the giving of notice or lapse of time, time would be result in a default) (“Xantic Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company Xantic or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company Xantic or any of its Significant Subsidiaries Material Xantic Subsidiary is subject (each, an “Existing Xantic Instrument”), except for such Xantic Defaults as would not, individually or in the aggregate, result in a Xantic Material Adverse Change. The CompanyTo SGC’s executionknowledge, the execution and delivery and performance of this Agreement, the Credit Documents and the Acquisition Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and or thereby 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 charter, charter or by-laws or other organizational documents of the Company Xantic or any Significant Subsidiaryof its Subsidiaries, (ii) will not conflict with or constitute a breach of, or Xantic Default or a Xantic 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 Xantic or any of its Significant Subsidiaries Material Xantic Subsidiary pursuant to, or require the consent of any other party to, any Existing Xantic Instrument, except for such conflicts, breaches, Xantic Defaults, liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, as would not, individually or in the aggregate, result in a Xantic Material Adverse Change and (iii) will not result in any violation of any lawLaw, administrative regulation or administrative or court decree applicable to the Company Xantic or any Significant Subsidiaryof its Subsidiaries, except for such violations as would not, individually or in the aggregate, result in a Xantic Material Adverse Change. As used herein, a “Xantic 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 Xantic or any of its Subsidiaries.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter, by-laws No Further Authorizations or other organizational documentsApprovals Required. Neither the Company nor any of its Significant the Subsidiaries is in default (oris, or with the giving of notice or lapse of timetime or both, would be will be, in defaultviolation of or in default under (i) its Certificate of Incorporation or By-Laws, (“Default”ii) under any indenture, mortgage, loan or credit agreement, notelease, contract, franchise, lease indenture or other instrument or obligation to which the Company or any of its Significant Subsidiaries it is a party or by which it or any of them may be boundit, or to which any of the property or assets of the Company or any of its Significant Subsidiaries properties, is subject bound and, solely with respect to this clause (each, an “Existing Instrument”ii), except for such Defaults as which violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s execution, execution and delivery and performance of this Agreement and by the IndentureCompany of, and the issuance and delivery of the Securities and consummation performance by the Company of its obligations under, this Agreement, the transactions contemplated hereby and thereby and by Indenture, the Disclosure Package Registration Rights Agreement and the Prospectus (i) have been duly authorized by all necessary corporate action and Securities will not result in contravene any violation provision of applicable law or the Amended and Restated Certificate of Incorporation, as amended, or the Amended and Restated By-Laws of the provisions of the charterCompany, by-laws as amended, or any agreement or other organizational documents of the Company or any Significant 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 instrument binding upon any property or assets of the Company or any of its Significant Subsidiaries pursuant tothe subsidiaries that is material to the Company and the subsidiaries, taken as a whole, or require the consent any judgment, order or decree of any other party togovernmental body, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative agency or court decree applicable to having jurisdiction over the Company or any Significant Subsidiarysubsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Indenture, the Registration Rights Agreement or the Securities, except (1) such as may have been obtained, (2) as may be required by applicable federal or state securities laws, (3) for qualification of the Indenture under the Trust Indenture Act, (4) to the extent that failure to obtain any such consent, approval, authorization, order or qualification would not have a material adverse effect on the ability of the Company to perform its obligations under this Agreement, the Indenture, the Registration Rights Agreement or the Securities and (5) such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required in connection with an application to list the Euro Securities on the Official List of the Irish Stock Exchange and to admit the Euro Securities to trading on the Global Exchange Market of that exchange.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter, by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”), except 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 Agreement, the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, charter document or the by-laws or other organizational documents of the Company or any Significant SubsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries pursuant to, any indenture, mortgage, loan or require credit agreement, note, guarantee, contract, franchise, lease or other instrument to which the consent of any other Company is a party toor by which it is bound (including, without limitation, any credit agreement, guarantee, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company, if any), or to which any of the property or assets of the Company is subject (each, an “Existing Instrument”), except for such conflicts, breaches, Defaults, liens, charges defaults or encumbrances the existence of which, or consents the failure of which to obtain, a Debt Repayment Triggering Event as would notnot be reasonably expected to, individually or in the aggregate, result in any change or effect in the business, operations, results of operations, assets, capitalization, financial condition, prospects, rights or liabilities of the Company which is materially adverse to the business, operations or financial condition of the Company (a “Material Adverse Change Effect”) and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Company, except for any such violation that would not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a "Debt Repayment Triggering Event" means any event or condition which gives, 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 Significant Subsidiaryperson 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.

Non-Contravention of Existing Instruments. Neither the (i) The Company nor is not in violation or default of (A) any provision of its Significant Subsidiaries is in violation charter or bylaws, (B) the terms of its charter, by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, contract, lease, mortgage, loan or credit deed of trust, note agreement, note, contract, franchise, lease loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (C) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its Significant Subsidiaries is a party or by which it or any properties, except in the case of them may be bound, or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject clauses (each, an “Existing Instrument”i)(B) and (i)(C), except for such Defaults breach or violation as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) neither the issue and sale of the Common Stock nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any breach or violation of the provisions of the charter, by-laws or other organizational documents of the Company or any Significant 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 Significant Subsidiaries pursuant to, (A) the charter or require by-laws of the consent Company, (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances the existence of whichbound or to which its property is subject, or consents the failure of which to obtain(C) any statute, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation rule, regulation, judgment, order or administrative or court 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 Significant Subsidiaryof its properties, except in the case of clauses (ii)(B) and (ii)(C) as would not have a Material Adverse Effect or an adverse effect on the consummation of the transactions contemplated hereby.

Non-Contravention of Existing Instruments. Neither the Company nor any of its subsidiaries is (i) with respect to the Company or any Significant Subsidiaries is Subsidiary, in violation of its charter, by-laws bylaws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is constitutive document; (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its Significant Subsidiaries subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the Amended and Restated Credit Agreement dated as of October 28, 2015, among the Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and Wxxxx Fargo, as syndication agent, as amended (the “A&R Credit Agreement”, and together with any such indenture, mortgage, loan or to which credit agreement, note, contract, franchise, lease or other instrument, the “Existing Instruments”)); or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of the property any court, regulatory body, administrative agency, governmental body, arbitrator or assets of other authority having jurisdiction over the Company or such subsidiary or any of its Significant Subsidiaries is subject properties, as applicable, except, in the case of clauses (eachii) and (iii) above, an “Existing Instrument”), except for such Defaults and violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement Agreement, the Indenture and the IndentureCall Spread Confirmations, and the issuance and delivery of the Securities Securities, and the consummation by the Company of the transactions contemplated hereby and thereby and by the General Disclosure Package and the Prospectus Final Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, by-laws bylaws or other organizational documents constitutive document of the Company or any of the Significant SubsidiarySubsidiaries, (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 Significant Subsidiaries 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 the existence of which, (x) as have been waived or consents the failure of which otherwise approved pursuant to obtain, such Existing Instrument or (y) as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change Effect, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiarysubsidiary, except for such violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 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.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter, by-laws No Further Authorizations or other organizational documentsApprovals Required. Neither the Company nor any of its Significant the Subsidiaries is in default (oris, or with the giving of notice or lapse of timetime or both, would be will be, in defaultviolation of or in default under (i) its Certificate of Incorporation or By-Laws, (“Default”ii) under any indenture, mortgage, loan or credit agreement, notelease, contract, franchise, lease indenture or other instrument or obligation to which the Company or any of its Significant Subsidiaries it is a party or by which it or any of them may be boundit, or to which any of the property or assets of the Company or any of its Significant Subsidiaries properties, is subject bound and, solely with respect to this clause (each, an “Existing Instrument”ii), except for such Defaults as which violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s execution, execution and delivery and performance of this Agreement and by the IndentureCompany of, and the issuance and delivery of the Securities and consummation performance by the Company of its obligations under, this Agreement, the transactions contemplated hereby and thereby and by Indenture, the Disclosure Package Registration Rights Agreement and the Prospectus (i) have been duly authorized by all necessary corporate action and Securities will not result in contravene any violation provision of applicable law or the Amended and Restated Certificate of Incorporation, as amended, or the Amended and Restated By-Laws of the provisions of the charterCompany, by-laws as amended, or any agreement or other organizational documents of the Company or any Significant 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 instrument binding upon any property or assets of the Company or any of its Significant Subsidiaries pursuant tothe subsidiaries that is material to the Company and the subsidiaries, taken as a whole, or require the consent any judgment, order or decree of any other party togovernmental body, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative agency or court decree applicable to having jurisdiction over the Company or any Significant Subsidiarysubsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Indenture, the Registration Rights Agreement or the Securities, except (1) such as may have been obtained, (2) as may be required by applicable federal or state securities laws, (3) for qualification of the Indenture under the Trust Indenture Act and (4) to the extent that failure to obtain any such consent, approval, authorization, order or qualification would not have a material adverse effect on the ability of the Company to perform its obligations under this Agreement, the Indenture, the Registration Rights Agreement or the Securities.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries subsidiaries is in violation of its charter, charter or by-laws laws, partnership agreement or other operating agreement or similar organizational documents. Neither the Company nor any of its Significant Subsidiaries , as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its Significant Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property their respective properties or assets of the Company or any of its Significant Subsidiaries is are subject (each, an “Existing Instrument”), except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or otherwise), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement Agreement, consummation of the transactions contemplated hereby, and by the Registration Statement, the Time of Sale Prospectus and the Indenture, Prospectus and the issuance and delivery sale of the Securities and consummation by Offered Shares (including the Company use of proceeds from the sale of the transactions contemplated hereby and thereby and by Offered Shares as described in the Disclosure Package Registration Statement, the Time of Sale Prospectus 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, charter or by-laws laws, partnership agreement or other operating agreement or similar organizational documents documents, as applicable, of the Company or any Significant Subsidiary, 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 Significant Subsidiaries 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 the existence of which, or consents the failure of which to obtain, would notas could not be expected, individually or in the aggregate, result in to have a Material Adverse Change Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiaryof its subsidiaries, except as could not be expected, individually or in the aggregate, to have a Material Adverse Effect. 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.

Non-Contravention of Existing Instruments. Neither the Company nor any None of its Significant Subsidiaries is in violation of its charterParent, by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its the Significant Subsidiaries is in breach or violation of any of the terms and provisions of, or in default under, (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, that has jurisdiction over Parent, the Company, or any of the Significant Subsidiaries or any of their properties, (ii) any agreement or instrument to which Parent, the Company or any of the Significant Subsidiaries is a party or by which it Parent, the Company or any of them may be bound, the Significant Subsidiaries is bound or to which any of the property properties of Parent, the Company or assets the Significant Subsidiaries is subject or (iii) the charter, by-laws or similar governing document of the Company or any of its Parent, the Significant Subsidiaries is subject (each, each an “Existing Instrument”), except with respect to clauses (i) and (ii) for any breaches, violations or defaults that would not have a Material Adverse Effect. Assuming the accuracy of the representations of the other parties hereto and the performance by those parties of their agreements herein, the execution, delivery and performance of the Base Indenture, the Second Supplemental Indenture and this Agreement, and the issuance and sale of the Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (A) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, that has jurisdiction over Parent or any of its subsidiaries or any of their properties, (B) any agreement or instrument to which Parent, the Company or any of the Significant Subsidiaries is a party or by which Parent, the Company or any of the Significant Subsidiaries is bound or to which any of the properties of the Company or the Significant Subsidiaries is subject or (C) the charter, by-laws or similar governing documents of Parent, the Company or any other Guarantor, except, with respect to clauses (A) and (B), where such Defaults as breach, violation or default would notnot reasonably be expected to have, individually or in the aggregate, result in a Material Adverse Change. The Company’s executionEffect or would materially and adversely affect the ability of Parent, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant 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 Significant 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 the existence of which, or consents the failure of which Guarantor to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiaryperform their respective obligations under this Agreement.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter, by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”), except 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 the Indenture, Warrant Agreement and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, charter document or the by-laws or other organizational documents of the Company or any Significant SubsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries pursuant to, any indenture, mortgage, loan or require credit agreement, note, guarantee, contract, franchise, lease or other instrument to which the consent of any other Company is a party toor by which it is bound (including, without limitation, any credit agreement, guarantee, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company, if any), or to which any of the property or assets of the Company is subject (each, an “Existing Instrument”), except for such conflicts, breaches, Defaults, liens, charges defaults or encumbrances the existence of which, or consents the failure of which to obtain, a Debt Repayment Triggering Event as would notnot be reasonably expected to, individually or in the aggregate, result in any change or effect in the business, operations, results of operations, assets, capitalization, financial condition, prospects, rights or liabilities of the Company which is materially adverse to the business, operations or financial condition of the Company (a “Material Adverse Change Effect”) and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Company, except for any such violation that would not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, 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 Significant Subsidiaryperson 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.

Non-Contravention of Existing Instruments. Neither The execution, delivery and performance of this Agreement by the Company, the issue and sale of the Placement Shares by the Company nor any and the consummation of its Significant Subsidiaries is in violation of its charter, by-laws the transactions contemplated hereby will not (with or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of without notice or lapse of time, would be in defaulttime or both) (“Default”i) under conflict with or result in a breach or violation of any of the terms or provisions of, 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 of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease agreement or other agreement or instrument to which the Company or any of its Significant Subsidiaries subsidiaries is a party or by which it the Company or any of them may be bound, its subsidiaries is bound or to which any of the property or assets of the Company or any of its Significant Subsidiaries subsidiaries is subject subject, (eachii) result in any violation of the provisions of the charter or by‑laws (or analogous governing instruments, an “Existing Instrument”)as applicable) of the Company or any of its subsidiaries or (iii) result in the violation of any law, except statute, rule, regulation, judgment, order or decree of any court or governmental or regulatory agency or body, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or their properties or assets except, in the case of clauses (i) and (iii) above, for any such Defaults as conflict, breach, violation or default that would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse ChangeEffect. The Company’s executionA “Debt Repayment Triggering Event” means any event or condition that gives, delivery and performance or with the giving of this Agreement and notice or lapse of time would give the Indentureholder of any note, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws debenture or other organizational documents evidence of the Company indebtedness (or any Significant Subsidiaryperson acting on such holder’s behalf) the right to require the repurchase, (ii) will not conflict with redemption or constitute repayment of all or a breach of, or Default under, or result in the creation or imposition portion of any lien, charge or encumbrance upon any property or assets of such indebtedness by the Company or any of its Significant 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 the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiarysubsidiaries.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant the Subsidiaries is (i) in violation of its charter, by-laws Certificate of Formation or other formation document (“Charter”) or bylaws, limited partnership agreement, limited liability company agreement or similar organizational documents. Neither the Company nor any , (ii) in violation of its Significant Subsidiaries is in or default (or, or with the giving of notice or lapse of timetime or both, would will be in default) (“Default”) under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound 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 (i) through (iii), for such violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The execution and delivery of the Transaction Documents and the consummation of the transactions herein contemplated and the fulfillment of the terms hereof will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under (1) the Charter or Bylaws of the Company, (2) any contract, indenture, mortgage, loan or credit agreement, note, contract, franchise, lease deed of trust or other agreement or instrument to which the Company or any of its Significant the Subsidiaries is a party or by which it or any of them may be boundparty, or (3) any order, rule or regulation applicable to which any of the property or assets of the Company or any of its Significant the Subsidiaries is subject of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction over the Company or any of the Subsidiaries or any of their respective properties, except, with respect to clauses (each, an “Existing Instrument”2) and (3), except for where such Defaults as conflicts, breaches or defaults would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant 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 Significant 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 the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant SubsidiaryEffect.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries Subsidiary nor CNXM is (i) in violation of its charter, by-laws bylaws or other similar organizational documents. Neither the Company nor any of its Significant Subsidiaries is document, (ii) in default (orin the performance or observance of any obligation, with the giving of notice agreement, covenant or lapse of timecondition contained in any contract, would be in default) (“Default”) under any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its Significant Subsidiaries subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property properties or assets of the Company or any of its Significant Subsidiaries subsidiary is subject (eachcollectively, an “Existing InstrumentAgreements and Instruments”), except for such Defaults as defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Change, or (iii) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s issuance and sale of the Securities, the compliance by the Company and the Guarantors with all of the provisions of the Securities and the execution, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby and in the Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Disclosure Package Company and the Prospectus (i) Guarantors with their obligations hereunder have been duly authorized by all necessary corporate or other action and do not and will not result in any violation not, whether with or without the giving of the provisions notice or passage of the chartertime or both, by-laws or other organizational documents of the Company or any Significant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its Significant Subsidiaries subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Agreements and Instruments (except for such conflicts, breaches, Defaults, defaults or Repayment Events or liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, that would not, individually singly or in the aggregate, result in a Material Adverse Change and (iii) Change), nor will not such action result in any violation of any lawthe provisions of the charter, administrative regulation bylaws or administrative or court decree applicable to similar organizational document of the Company or any Significant Subsidiaryof its subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments. Neither No Further Authorizations or Approvals Required. None of the Company nor any Capital Southwest Entities, I-45 nor, to the knowledge of its Significant Subsidiaries is the Company, MRI, are in violation of or default under (i) its respective charter, by-laws bylaws, or other any similar organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default document; (or, with the giving of notice or lapse of time, would be in defaultii) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument , and any supplements or amendments thereto, to which the Company or any of its Significant Subsidiaries it is a party or by which it or any of them may be bound, bound or to which any of the property its properties or assets is subject, including, in the case of the Company, any Portfolio Company Agreement; and (iii) 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 it or any of its Significant Subsidiaries is subject (eachproperties, an “Existing Instrument”)as applicable, except with respect to clauses (ii) and (iii) herein, for such Defaults violations or defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. No person has the right to act as an underwriter, sales agent or financial advisor to the Company in connection with or by reason of the offer and sale of the Shares contemplated hereby other than the Manager and any Alternative Manager pursuant to this Agreement and the respective Alternative Equity Distribution Agreement, respectively. The Company’s execution, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company and the consummation of the transactions contemplated hereby and thereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action action, have been effected in accordance with the 1940 Act and will not result in any violation of the provisions of the charter, by-laws articles of incorporation or other organizational documents bylaws of the Company or any Significant SubsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default 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 Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrumentexisting instrument, except for such conflicts, breaches, Defaultsdefaults, liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, as would not, individually or in the aggregate, result in a Material Adverse Change 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, regulatory authority, governmental agency or other body having jurisdiction over the Capital Southwest Entities, the Controlled Portfolio Companies or any of their properties or assets is required for the execution, delivery and performance of this Agreement by the Company or consummation of the transactions contemplated hereby and by the Prospectus, except such as have already been obtained or made under the 1933 Act and the 1940 Act and such as may be required under any Significant Subsidiaryapplicable state securities or blue sky laws, from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or under the rules and regulations of the Nasdaq Stock Market (“NASDAQ”).

Non-Contravention of Existing Instruments. Neither the No Further Authorizations or Approvals Required. The Company nor any of its Significant Subsidiaries is not in violation of its charter, charter or by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property Company’s properties or assets of the Company or any of its Significant Subsidiaries is are subject (each, an “Existing Instrument”), except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Agreement, the IndentureTrust Agreement, and the issuance and delivery of Warrant Agreement, the Securities and Subscription Agreement, the Unit Subscription Agreements, the Registration Rights Agreement, the Insider Letters or the Administrative Services Agreement, consummation by the Company of the transactions contemplated hereby and thereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus 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, charter or by-laws or other organizational documents of the Company 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 Significant 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 the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change Instrument 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, is required for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Unit Subscription Agreements, the Registration Rights Agreement, the Insider Letters or the Administrative Services Agreement and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or FINRA. 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 Significant Subsidiaryperson 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.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter, by-laws No Further Authorizations or other organizational documentsApprovals Required. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter or by-laws, partnership agreement or operating agreement or similar organizational document, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its Subsidiaries), or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”), except 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 the IndentureAgreement, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby and by the Disclosure Package each Applicable Prospectus and the Prospectus 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, charter or by-laws laws, partnership agreement or other operating agreement or similar organizational documents document of the Company or any Significant Subsidiary, as applicable, (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 Significant 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 the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiary. 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 and consummation of the transactions contemplated hereby and by each Applicable Prospectus, except such as have been obtained or made or, as contemplated by this Agreement, will be obtained or made, by the Company and are in full force and effect under the Securities Act, applicable Canadian Securities Laws, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”). 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.

Non-Contravention of Existing Instruments. Neither No Further Authorizations or ----------------------------------------------------------------------- Approvals Required. None of the Company Issuers, nor any of its Significant Subsidiaries their respective ------------------ subsidiaries is in violation of its charter, charter or by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") ------- under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company any Issuer or any of its Significant Subsidiaries their respective subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the Company's $72.0 million, six-year revolving credit facility, $110.0 million, six-year term loan facility, and the Bastet Group's $43.0 million, six-year revolving credit facility), or to which any of the property or assets of the Company Issuers or any of its Significant Subsidiaries their respective subsidiaries is subject (each, an “"Existing Instrument”"), except for such Defaults as would not, ------------------- individually or in the aggregate, result in a Material Adverse Change. The Company’s Issuers' execution, delivery and performance performance, as applicable, of this Agreement, the Registration Rights Agreement, the Investor Rights Agreement and the Indenture, and the issuance and delivery of the Securities or the Exchange Notes and consummation by the Company of the transactions contemplated hereby and thereby and by the Disclosure Package and the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, charter or by-laws or other organizational documents operation agreement, as applicable, of any of the Company Issuers or any Significant Subsidiaryof 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 or any of its Significant Subsidiaries the Issuers or their respective 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 the existence of which, or consents the failure of which to obtain, as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Issuers or any Significant Subsidiaryof their respective 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 Issuers' execution, delivery and performance, as applicable, of this Agreement, the Registration Rights Agreement, the Investor Rights Agreement, the Limited Liability Company Agreement, the Unit Agreement or the Indenture, or the issuance and delivery of the Securities or the Exchange Notes or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except such as have been obtained or made by the Issuers and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and except such as may be required by federal and state securities laws with respect to the obligations under the Registration Rights Agreement, or any FCC (as defined below) approvals required in connection with the proposed Reorganization.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries is are in violation of its charter, by-laws or other organizational governing documents. Neither the Company nor any of its Significant Subsidiaries is , or in default (orin the performance or observance of any obligation, with the giving of notice agreement, covenant or lapse of timecondition contained in any contract, would be in default) (“Default”) under any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its Significant Subsidiaries Subsidiary is subject (eachcollectively, an “Existing InstrumentAgreements and Instruments”), ) except for such Defaults as defaults that would not, individually or in the aggregate, not result in a Material Adverse Change. The Company’s ; and the execution, delivery and performance of this Agreement and the Indenture, Indenture and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby herein and thereby in the Registration Statement (including the issuance and by sale of the Notes and the use of the proceeds from the sale of the Notes as described in the Disclosure Package and the Prospectus (iunder the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture have been duly authorized by all necessary corporate action and do not and will not result in any violation not, whether with or without the giving of the provisions notice or passage of the chartertime or both, by-laws or other organizational documents of the Company or any Significant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries Subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument, Agreements and Instruments (except for such conflicts, breaches, Defaults, defaults or Repayment Events or liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, that would not, individually or in the aggregate, not result in a Material Adverse Change and (iii) Change), nor will not such action result in any violation of any lawthe provisions of the charter, administrative regulation by-laws or administrative or court decree applicable to similar governing documents of the Company or any Significant Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Non-Contravention of Existing Instruments. NO FURTHER AUTHORIZATIONS OR APPROVALS REQUIRED. Neither the Company nor any of its Significant Subsidiaries subsidiaries is in violation or default of any provision of its charter, by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries documents or is in breach of or default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its Significant Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its Significant Subsidiaries subsidiaries is subject subject, including, without limitation, any agreements pertaining to, relating to or arising in connection with, any of the securitization transactions of the Company or any of its subsidiaries (each, an “"Existing Instrument”"), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s executionCompany and its subsidiaries are in compliance with all statutes, delivery laws, rules, regulations, judgments, orders and performance decrees of this Agreement and the Indentureall courts, and the issuance and delivery of the Securities and consummation by regulatory bodies, administrative agencies, governmental bodies, arbitrators or other authorities having jurisdiction over the Company or such subsidiaries or any of the transactions contemplated hereby and thereby 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 their respective properties, as applicable, including, without limitation, the provisions of the charterSarbanes-Oxley Act of 2002, byxx xxxxxxx ("Xarbanes-laws or other organizational documents Oxley Act"), and thx xxxxx xxx xxgulations of the Company or any Significant SubsidiaryNational Association of Securities Dealers, Inc. (ii"NASD") will not conflict with or constitute a breach ofand Nasdaq, or Default under, or result in including the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrumentcorporate governance requirements thereof, except for where such conflicts, breaches, Defaults, liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, non-compliance would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant SubsidiaryChange.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter, by-laws No Further Authorizations or other organizational documents----------------------------------------------------------------------- Approvals Required. Neither the Company nor any of its Significant Subsidiaries is in ------------------ violation of its charter, by-laws, certificate or agreement of limited partnership, partnership agreement, limited liability company agreement, operating agreement or other organizational documents (together, "Organizational Documents") or in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“"Default”") under any material indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “"Existing Instrument”"), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s 's execution, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents Organizational Documents of the Company or any Significant Subsidiaryof its Subsidiaries, (ii) will not conflict with or constitute a breach of, or a Default or Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant 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 the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiaryof its 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 execution, delivery and performance of this Agreement and consummation of the transactions contemplated 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 and applicable state securities or blue sky laws and from the National Association of Securities Dealers, Inc. (the "NASD"). 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) 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.

Non-Contravention of Existing Instruments. Neither the No Further Authorizations or Approvals Required. The Company nor any of its Significant Subsidiaries is not in violation of its charter, charter or by-laws laws, partnership agreement or other operating agreement or similar organizational documents. Neither the Company nor any of its Significant Subsidiaries is , as applicable, or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property its properties or assets of the Company or any of its Significant Subsidiaries is are subject (each, an “Existing Instrument”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and the IndentureAgreement, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus 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, charter or by-laws laws, partnership agreement or other operating agreement or similar organizational documents documents, as applicable, of the Company or any Significant SubsidiaryCompany, (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 Significant 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 the existence of which, or consents the failure of which to obtain, as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Change Effect, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Company, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any Significant Subsidiary.court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus,

Non-Contravention of Existing Instruments. Neither the Company nor any issuance and sale of its Significant Subsidiaries is in violation the Shares by the Company, the execution, delivery or performance of its charter, by-laws or other organizational documents. Neither this Agreement by the Company and the Operating Partnership nor any the consummation by the Company and the Operating Partnership of its Significant Subsidiaries is in default the transactions contemplated hereby (ori) conflicts with, or will conflict with, or constitutes, or with the giving of notice or lapse of time, would be in default) will constitute a breach of, or a default under, the Company’s Declaration of Trust or bylaws (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument applicable Organizational Document), the Operating Partnership’s certificate of limited partnership or the Partnership Agreement, or any Existing Instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them its or their Properties may be bound, (ii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”), except 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 the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant Subsidiaryof their Properties, or (iiiii) will not conflict with or constitute results in a breach of, or Default default or Debt Repayment Triggering Event (as defined below) under, or result results in the creation or imposition of any lien, charge or encumbrance upon any property Property or assets of the Company or any of its Significant Subsidiaries pursuant to, or require requires the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaultsdefaults, liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, would that will not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in Effect. As used herein, a “Debt Repayment Triggering Event” means any violation event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any lawnote, administrative regulation debenture or administrative other evidence of indebtedness (or court decree applicable 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 Significant Subsidiaryof its Subsidiaries.

Non-Contravention of Existing Instruments. Neither (i) the Company nor any of its Significant Subsidiaries is in violation of its charter, by-laws or other similar organizational documents. Neither , (ii) the Company nor any of its Significant Subsidiaries is in default (ordefault, and no event has occurred that, with the giving of notice or lapse of timetime or both, would be in default) constitute a default (“Default”) under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”)) or (iii) the Company nor any of its Subsidiaries is in violation of any statute, except law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its Subsidiaries or any of its or their 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, reasonably be expected to result in a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 articles of the charterincorporation, by-charter or by laws or other organizational documents of the Company 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 Significant 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 the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any Significant Subsidiaryof 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) only, as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and would not prevent the Company from performing its obligations under this Agreement and the Merger Agreement and from consummating the Acquisition and the transactions contemplated hereby. 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.

Non-Contravention of Existing Instruments. Neither No Further Authorizations or Approvals Required. None of the Company nor any Capital Southwest Entities, I-45 nor, to the knowledge of its Significant Subsidiaries is the Company, MRI, are in violation of or default under (i) its respective charter, by-laws bylaws, or other any similar organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default document; (or, with the giving of notice or lapse of time, would be in defaultii) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument , and any supplements or amendments thereto, to which the Company or any of its Significant Subsidiaries it is a party or by which it or any of them may be bound, bound or to which any of the property its properties or assets is subject, including, in the case of the Company, any Portfolio Company Agreement; and (iii) 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 it or any of its Significant Subsidiaries is subject (eachproperties, an “Existing Instrument”)as applicable, except with respect to clauses (ii) and (iii) herein, for such Defaults violations or defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. No person has the right to act as an underwriter, sales agent or financial advisor to the Company in connection with or by reason of the offer and sale of the Shares contemplated hereby other than the Manager and any Alternative Manager pursuant to this Agreement and the respective Alternative Equity Distribution Agreement, respectively. The Company’s execution, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company and the consummation of the transactions contemplated hereby and thereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action action, have been effected in accordance with the 1940 Act and will not result in any violation of the provisions of the charter, by-laws articles of incorporation or other organizational documents bylaws of the Company or any Significant SubsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default 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 Significant 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 the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiary00000000.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter, by-laws No Further Authorizations or other organizational documentsApprovals Required. Neither the Company nor any of its Significant the Subsidiaries is in default (oris, or with the giving of notice or lapse of timetime or both, would be will be, in defaultviolation of or in default under (i) its Certificate of Incorporation or By-Laws, (“Default”ii) under any indenture, mortgage, loan or credit agreement, notelease, contract, franchise, lease indenture or other instrument or obligation to which the Company or any of its Significant Subsidiaries it is a party or by which it or any of them may be boundit, or to which any of the property or assets of the Company or any of its Significant Subsidiaries properties, is subject bound and, solely with respect to this clause (each, an “Existing Instrument”ii), except for such Defaults as which violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s execution, execution and delivery and performance of this Agreement and by the IndentureCompany of, and the issuance and delivery of the Securities and consummation performance by the Company of its obligations under, this Agreement, the transactions contemplated hereby and thereby and by Indentures, the Disclosure Package Registration Rights Agreement and the Prospectus (i) have been duly authorized by all necessary corporate action and Securities will not result in contravene any violation provision of applicable law or the Amended and Restated Certificate of Incorporation, as amended, or the Amended and Restated By-Laws of the provisions of the charterCompany, by-laws as amended, or any agreement or other organizational documents of the Company or any Significant 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 instrument binding upon any property or assets of the Company or any of its Significant Subsidiaries pursuant tothe subsidiaries that is material to the Company and the subsidiaries, taken as a whole, or require the consent any judgment, order or decree of any other party togovernmental body, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative agency or court decree applicable to having jurisdiction over the Company or any Significant Subsidiarysubsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Indentures, the Registration Rights Agreement or the Securities, except (1) such as may have been obtained, (2) as may be required by applicable federal or state securities laws, (3) for qualification of the Indentures under the Trust Indenture Act, (4) to the extent that failure to obtain any such consent, approval, authorization, order or qualification would not have a material adverse effect on the ability of the Company to perform its obligations under this Agreement, the Indentures, the Registration Rights Agreement or the Securities and (5) such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required in connection with an application to list the Euro Securities on the Official List of the Irish Stock Exchange (the “Exchange”) and to admit the Euro Securities to trading on the Global Exchange Market of the Exchange.

Non-Contravention of Existing Instruments. Neither the Company nor any issuance and sale of its Significant Subsidiaries is in violation the Shares by the Company, the execution, delivery or performance of its charter, by-laws or other organizational documents. Neither this Agreement by the Company and the Operating Partnership nor any the consummation by the Company and the Operating Partnership of its Significant Subsidiaries is in default the transactions contemplated hereby (ori) conflicts with, or will conflict with, or constitutes, or with the giving of notice or lapse of time, would be in default) will constitute a breach of, or a default under, the Company’s Declaration of Trust or bylaws (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument applicable Organizational Document), the Operating Partnership’s certificate of limited partnership or the Partnership Agreement, or any Existing Instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them its or their Properties may be bound, as the case may be, (ii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”), except 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 the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant Subsidiaryof their Properties, or (iiiii) will not conflict with or constitute results in a breach of, or Default default or Debt Repayment Triggering Event (as defined below) under, or result results in the creation or imposition of any lien, charge or encumbrance upon any property Property or assets of the Company or any of its Significant Subsidiaries pursuant to, or require requires the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaultsdefaults, liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, would that will not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in Effect. As used herein, a “Debt Repayment Triggering Event” means any violation event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any lawnote, administrative regulation debenture or administrative other evidence of indebtedness (or court decree applicable 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 Significant Subsidiaryof its Subsidiaries.

Non-Contravention of Existing Instruments. Neither the Company nor any issuance and sale of its Significant Subsidiaries is in violation the Shares by the Company, the execution, delivery or performance of its charter, by-laws or other organizational documents. Neither this Agreement by the Company and the Operating Partnership nor any the consummation by the Company and the Operating Partnership of its Significant Subsidiaries is in default the transactions contemplated hereby (ori) conflicts with, or will conflict with, or constitutes, or with the giving of notice or lapse of time, would be in defaultwill constitute a breach of, or a default under, the Company’s Declaration of Trust or bylaws (or other applicable Organizational Document), the Operating Partnership’s certificate of limited partnership or the Partnership Agreement, (ii) (“Default”) conflicts with, or will conflict with, or constitutes, or with the giving of notice, lapse of time or both, will constitute a breach of, or a default under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument Existing Instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them its or their Properties may be bound, as the case may be, (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”), except 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 the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant Subsidiaryof their Properties, or (iiiv) will not conflict with or constitute results in a breach of, or Default default or Debt Repayment Triggering Event (as defined below) under, or result results in the creation or imposition of any lien, charge or encumbrance upon any property Property or assets of the Company or any of its Significant Subsidiaries pursuant to, or require requires the consent of any other party to, any Existing Instrument, except for except, in the cases of clauses (ii)-(iv), such conflicts, breaches, Defaultsdefaults, liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, would that will not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in Effect. As used herein, a “Debt Repayment Triggering Event” means any violation event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any lawnote, administrative regulation debenture or administrative other evidence of indebtedness (or court decree applicable 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 Significant Subsidiaryof its Subsidiaries.

Non-Contravention of Existing Instruments. Neither None of Parent, the Company nor or any of its Significant Subsidiaries is in breach or violation of its any of the terms and provisions of, or in default under, (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, that has jurisdiction over Parent, the Company, or any of the Significant Subsidiaries or any of their properties, (ii) any agreement or instrument to which Parent, the Company or any of the Significant Subsidiaries is a party or by which Parent, the Company or any of the Significant Subsidiaries is bound or to which any of the properties of Parent, the Company or the Significant Subsidiaries is subject or (iii) the charter, by-laws or other organizational documents. Neither similar governing document of the Company nor or any of Parent, the Significant Subsidiaries (each an “Existing Instrument”), except with respect to clauses (i) and (ii) for any breaches, violations or defaults that would not have a Material Adverse Effect. Assuming the accuracy of the representations of the other parties hereto and the performance by those parties of their agreements herein, the execution, delivery and performance of the Base Indenture, the First Supplemental Indenture and this Agreement, and the issuance and sale of the Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (A) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, that has jurisdiction over Parent or any of its Significant Subsidiaries is in default subsidiaries or any of their properties, (or, with the giving of notice B) any agreement or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which Parent, the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be boundParent, or to which any of the property or assets of the Company or any of its Significant Subsidiaries is bound or to which any of the properties of the Company or its Significant Subsidiaries is subject or (eachC) the charter, an “Existing Instrument”by-laws or similar governing documents of Parent, the Company or any other Guarantor, except, with respect to clauses (A) and (B), except for where such Defaults as breach, violation or default would notnot reasonably be expected to have, individually or in the aggregate, result in a Material Adverse Change. The Company’s executionEffect or would materially and adversely affect the ability of Parent, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant 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 Significant 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 the existence of which, or consents the failure of which Guarantor to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiaryperform their respective obligations under this Agreement.

Non-Contravention of Existing Instruments. Neither the Company nor any of its Significant Subsidiaries Subsidiary nor CNXM is (i) in violation of its charter, by-laws bylaws or other similar organizational documents. Neither the Company nor any of its Significant Subsidiaries is document, (ii) in default (orin the performance or observance of any obligation, with the giving of notice agreement, covenant or lapse of timecondition contained in any contract, would be in default) (“Default”) under any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its Significant Subsidiaries subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property properties or assets of the Company or any of its Significant Subsidiaries subsidiary is subject (eachcollectively, an “Existing InstrumentAgreements and Instruments”), except for such Defaults as defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Change, or (iii) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s issuance and sale of the Securities, the compliance by the Company and the Guarantors with all of the provisions of the Securities and the execution, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby and in the Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Disclosure Package Company and the Prospectus (i) Guarantors with their obligations hereunder have been duly authorized by all necessary corporate or other action and do not and will not result in any violation of the provisions of the charternot, by-laws or other organizational documents of the Company or any Significant Subsidiary, (ii) will not conflict whether with or constitute a breach of, without the giving of notice or Default under, passage of time 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 Significant 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 the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiary.both,

Non-Contravention of Existing Instruments. Neither the Company nor any issuance and sale of its Significant Subsidiaries is in violation the Shares by the Company, the execution, delivery or performance of its charter, by-laws or other organizational documents. Neither this Agreement by the Company and the Operating Partnership nor any the consummation by the Company and the Operating Partnership of its Significant Subsidiaries is in default the transactions contemplated hereby (ori) conflicts with, or will conflict with, or constitutes, or with the giving of notice or lapse of time, would be in default) will constitute a breach of, or a default under, the Company’s Declaration of Trust or bylaws (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument applicable Organizational Document), the Operating Partnership’s certificate of limited partnership or the Partnership Agreement, or any Existing Instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them its or their Properties may be bound, (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”), except 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 the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant Subsidiaryof their Properties, or (iiiv) will not conflict with or constitute results in a breach of, or Default default or Debt Repayment Triggering Event (as defined below) under, or result results in the creation or imposition of any lien, charge or encumbrance upon any property Property or assets of the Company or any of its Significant Subsidiaries pursuant to, or require requires the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaultsdefaults, liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, would that will not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in Effect. As used herein, a “Debt Repayment Triggering Event” means any violation event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any lawnote, administrative regulation debenture or administrative other evidence of indebtedness (or court decree applicable 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 Significant Subsidiaryof its Subsidiaries.

Non-Contravention of Existing Instruments. Neither the The Company nor any of its Significant Subsidiaries is not (A) in violation of its charter, by-laws or other similar organizational documents. Neither the Company nor any of its Significant Subsidiaries is document, (B) in default (orin the performance or observance of any obligation, with the giving of notice agreement, covenant or lapse of timecondition contained in any contract, would be in default) (“Default”) under any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property properties or assets of the Company or any of its Significant Subsidiaries is subject (eachcollectively, an “Existing InstrumentAgreements and Instruments”), except for such Defaults as defaults that would not, individually singly or in the aggregate, result in a Material Adverse Change, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby herein and thereby and by in the Disclosure Package Registration Statement and the Prospectus (iincluding the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not result in any violation not, whether with or without the giving of the provisions notice or passage of the chartertime or both, by-laws or other organizational documents of the Company or any Significant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Agreements and Instruments (except for such conflicts, breaches, Defaults, defaults or Repayment Events or liens, charges or encumbrances the existence of which, or consents the failure of which to obtain, that would not, individually singly or in the aggregate, result in a Material Adverse Change and (iii) Change), nor will not such action result in any violation of any lawthe provisions of the charter, administrative regulation by-laws or administrative or court decree applicable to similar organizational document of the Company or any Significant Subsidiarylaw, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.

Non-Contravention of Existing Instruments. Neither the Company nor any None of its Significant Subsidiaries is in violation of its charterParent, by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its the Significant Subsidiaries is in breach or violation of any of the terms and provisions of, or in default under, (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, that has jurisdiction over Parent, the Company, or any of the Significant Subsidiaries or any of their properties, (ii) any agreement or instrument to which Parent, the Company or any of the Significant Subsidiaries is a party or by which it Parent, the Company or any of them may be bound, the Significant Subsidiaries is bound or to which any of the property properties of Parent, the Company or assets the Significant Subsidiaries is subject or (iii) the charter, by-laws or similar governing document of the Company or any of its Parent, the Significant Subsidiaries is subject (each, each an “Existing Instrument”), except with respect to clauses (i) and (ii) for any breaches, violations or defaults that would not have a Material Adverse Effect. Assuming the accuracy of the representations of the other parties hereto and the performance by those parties of their agreements herein, the execution, delivery and performance of the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and this Agreement, and the issuance and sale of the Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (A) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, that has jurisdiction over Parent or any of its subsidiaries or any of their properties, (B) any agreement or instrument to which Parent, the Company or any of the Significant Subsidiaries is a party or by which Parent, the Company or any of the Significant Subsidiaries is bound or to which any of the properties of the Company or the Significant Subsidiaries is subject or (C) the charter, by-laws or similar governing documents of Parent, the Company or any other Guarantor, except, with respect to clauses (A) and (B), where such Defaults as breach, violation or default would notnot reasonably be expected to have, individually or in the aggregate, result in a Material Adverse Change. The Company’s executionEffect or would materially and adversely affect the ability of Parent, delivery and performance of this Agreement and the Indenture, and the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant 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 Significant 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 the existence of which, or consents the failure of which Guarantor to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiaryperform their respective obligations under this Agreement.

Non-Contravention of Existing Instruments. Neither the Company nor any None of its Significant Subsidiaries is in violation of its charterParent, by-laws or other organizational documents. Neither the Company nor any of its Significant Subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its the Significant Subsidiaries is in breach or violation of any of the terms and provisions of, or in default under, (A) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, that has jurisdiction over Parent, the Company, or any of the Significant Subsidiaries or any of their properties, (B) any agreement or instrument to which Parent, the Company or any of the Significant Subsidiaries is a party or by which it Parent, the Company or any of them may be bound, the Significant Subsidiaries is bound or to which any of the property or assets properties of Parent, the Company or any of its the Significant Subsidiaries is subject or (eachC) the charter, by-laws or similar governing document of Parent, the Company or any of the Significant Subsidiaries (each an “Existing Instrument”), except with respect to clauses (A) and (B) for any breaches, violations or defaults that would not have a Material Adverse Effect. Assuming the accuracy of the representations of the other parties hereto and the performance by those parties of their agreements herein, the execution, delivery and performance of the Base Indenture, the Ninth Supplemental Indenture and this Agreement, and the issuance and sale of the Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (X) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, that has jurisdiction over Parent or any of its subsidiaries or any of their properties, (Y) any agreement or instrument to which Parent, the Company or any of the Significant Subsidiaries is a party or by which Parent, the Company or any of the Significant Subsidiaries is bound or to which any of the properties of the Company or the Significant Subsidiaries is subject or (Z) the charter, by-laws or similar governing documents of Parent or the Company, except, with respect to clauses (X) and (Y), where such Defaults as breach, violation or default would notnot reasonably be expected to have, individually or in the aggregate, result in a Material Adverse Change. The Company’s executionEffect or would materially and adversely affect the ability of Parent or Company to perform their respective obligations under this Agreement, delivery and performance of this Agreement and the Indenture, and Indenture or the issuance and delivery of the Securities and consummation by the Company of the transactions contemplated hereby and thereby 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 charter, by-laws or other organizational documents of the Company or any Significant 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 Significant 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 the existence of which, or consents the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant SubsidiaryNotes.