Common use of Absence of Defaults and Conflicts Resulting from Transaction Clause in Contracts

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement Agreement, and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Securities Offered Shares by the Company (including the issuance of the Conversion Shares (as defined below)) and the issuance and sale of the Company Preferred OP Units by the Operating Partnership Partnership, and the use of net proceeds therefrom as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, will not result in a breach or violation of any of the terms or provisions of, or constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, under or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries pursuant to, to (A) the Organizational Documents (as defined below) of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiariesSubsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries or any of their propertiesProperties, or (C) any agreement, lease, contract, indenture or other agreement or instrument to which the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is a party or by which the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is bound or to which any of the properties Properties of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is subject, except, and except in the case of clauses clause (B) and (C) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offeringAgreement, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by the Operating Partnership Offered Securities will not result in a breach or violation of any of the terms or provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective its subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership Company or any of their respective its subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective its subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, except, except in the case cases of clauses (B) and (C) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of Material Adverse Effect and as would not materially adversely affect the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”)’s ability to perform its obligations hereunder; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offeringAgreement, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by the Operating Partnership Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective its subsidiaries pursuant to, to (Ai) the Organizational Documents articles of association, charter or by-laws or similar organizational documents of the Company, the Operating Partnership Company or any of their respective its subsidiaries, (Bii) any statute, rule, regulation or order of any governmental agency or body applicable to the Company or any of its subsidiaries or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective its subsidiaries or any of their properties, or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, subject except, in the case for purposes of clauses (Bii) and (C) onlyiii), any such defaultsbreach, violationsviolation, liensdefault, charges lien, charge or encumbrances encumbrance that would not, individually or in the aggregate, result in reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person 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, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement or any Terms Agreement (including of, and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offeringunder, including the issuance and sale of the Securities any Forward Contract) and the issuance and sale of the Company OP Units Issuance Shares by the Operating Partnership Company or the sale of the Forward Hedge Shares by any Forward Seller and the use of net proceeds therefrom as contemplated by the Registration Statement and the Prospectus, will not result in a breach or violation of any of the terms or provisions of, or constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, under or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries Subsidiaries pursuant to, to (A) the Organizational Documents (as defined below) of the Company, the Operating Partnership or any of their respective subsidiariesSubsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, Governmental Authority having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries the Subsidiaries or any of their propertiesProperties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries Subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries Subsidiaries is bound or to which any of the properties Properties is subject (other than relating to the loans to be repaid with proceeds from the offering or as specifically described in the Use of Proceeds section of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, Prospectus) and except in the case of clauses clause (B) and (C) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, 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, the Operating Partnership or any of their respective subsidiaries; the term Subsidiaries. “Organizational Documents” as used herein means (a) in the case of a trust, its declaration of trust and bylaws; (b) in the case of a corporation, its charter and by-laws; (bc) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (cd) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (de) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offeringAgreement, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by the Operating Partnership Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to except as disclosed in the extent applicableGeneral Disclosure Package, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective its subsidiaries pursuant to, : (Ai) the Organizational Documents charter or by-laws of the Company, the Operating Partnership Company or any of their respective its subsidiaries, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective its subsidiaries or any of their properties, or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, subject except, in for the case purposes of clauses clause (B) and (C) onlyiii), any such defaultslien, violations, liens, charges charge or encumbrances encumbrance that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offeringAgreement, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by the Operating Partnership Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective its subsidiaries pursuant to, (Ai) the Organizational Documents charter, articles of association or by-laws of the Company, the Operating Partnership Company or any of their respective its subsidiaries, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective its subsidiaries or any of their propertiesproperties (including, without limitation, the U.S. Food and Drug Administration (“FDA”)), or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, except, except in the case of each of clauses (Bii) and (C) onlyiii), where such defaultsbreaches, violations, defaults, liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects consummation of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”)transactions contemplated by this Agreement; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Offered Securities by the Company and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.Partnership

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement each Operative Document and the consummation of the transactions contemplated herein and therein by this Agreement and the OP Agreement in connection with the offeringIssuer, including the issuance and sale of the Securities Notes and the issuance and application of the proceeds from the sale of the Company OP Units Notes by the Operating Partnership Issuer, as described in the Disclosure Package and the Final Offering Memorandum under the caption “Use of Proceeds,” and compliance by the Issuer with its obligations hereunder and thereunder do not and will not result in (A) a violation of the respective constitutional documents of the Issuer or any of its subsidiaries, (B) a 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 Issuer or any of its subsidiaries or any of their properties, or (C) a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Issuer or any of their respective its subsidiaries pursuant to, (A) the Organizational Documents constitutional documents of the Company, the Operating Partnership Issuer or any of their respective its subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, arbitrator or other authority, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Issuer or any of their respective its subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership Issuer or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Issuer or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Issuer or any of their respective its subsidiaries is subject, except, subject except in the case of clauses (B) and (C) onlyabove, where any such defaultsbreach, violationsviolation, lienscontravention, charges default, Debt Repayment Triggering Event, lien, charge or encumbrances that encumbrance would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Issuer or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Offered Securities by the Company and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.or

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Offered Securities by the Company and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and the Deposit Agreement and the consummation of the transactions contemplated by this Agreement herein and the OP Agreement in connection with the offering, including the issuance and sale of the Securities therein and the issuance and sale of the Company OP Units Offered Securities, including the deposit of the Ordinary Shares represented by the Operating Partnership ADSs with the Depositary and the issuance of the ADRs evidencing the ADSs and the listing of the Offered Securities on The New York Stock Exchange, do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective subsidiaries its Subsidiaries pursuant to, (A) the Organizational Documents charter or by-laws of the Company, the Operating Partnership Company or any of their respective subsidiariesits Subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective subsidiaries its Subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective subsidiaries its Subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective subsidiaries its Subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective subsidiaries its Subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” "DEBT REPAYMENT TRIGGERING EVENT" means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entitySubsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Securities and by the issuance and sale Selling Stockholders will not result in a breach or violation of any of the Company OP Units by the Operating Partnership will not terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective its subsidiaries pursuant to, (Ai) the Organizational Documents charter or by-laws of the Company, Company or the Operating Partnership articles of organization or operating agreement of any of their respective its subsidiaries, (Bii) any statute, rule, regulation or order of any governmental agency or body body, any accrediting agency or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of its subsidiaries or any of their respective subsidiaries or any of their properties, properties or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, subject except, in the case cases of clauses (Bii) and (Ciii) only, such defaultsbreaches, violations, liens, charges defaults or encumbrances impositions (other than a Debt Repayment Triggering Event) that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and by the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offeringCompany, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units Offered Securities by the Operating Partnership Company will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective subsidiaries its Significant Subsidiaries pursuant to, (A) the Organizational Documents memorandum and articles of association, charter, by-laws or other constitutive documents of the Company, the Operating Partnership Company or any of their respective its subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective its subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, except, except in the case of clauses (B) and clause (C) only), where any such defaultsbreach, violations, liens, charges violation or encumbrances that default would not, individually or in the aggregate, result in have a material adverse effect on Material Adverse Effect or materially affect the condition (financial offering, issuance or otherwise), results of operations, business, properties or prospects sale of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”)Offered Securities; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of the Indenture, this Agreement and the consummation of the transactions contemplated by this Registration Rights Agreement and the OP Agreement in connection compliance with the offering, including the issuance terms and sale of the Securities provisions thereof and the issuance and sale of the Company OP Units by Offered Securities and Guarantees and the Operating Partnership application of the proceeds thereof as described under “Use of Proceeds” in the General Disclosure Package, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Guarantor or any of their respective subsidiaries pursuant to, (Ai) the Organizational Documents charter or by-laws of the Company, the Operating Partnership Guarantor or any of their respective subsidiaries, (Bii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, Governmental Authority having jurisdiction over the Company, the Operating Partnership Guarantor or any of their respective subsidiaries or any of their properties, or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Guarantor or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership Guarantor or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Guarantor or any of their respective subsidiaries is subject, except, subject except (in the case of clauses (Bii) and (Ciii)) only, such defaults, violations, liens, charges for breaches or encumbrances violations that would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Guarantor or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offeringAgreement, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units Offered Securities hereunder by the Operating Partnership Company will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective its subsidiaries pursuant to, to (A) the Organizational Documents charter or other constitutive documents of the Company, the Operating Partnership Company or any of their respective subsidiariesits Significant Subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, court having jurisdiction over the Company, the Operating Partnership Company or any of their respective its subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, except, subject except in the case cases of clauses (B) and (C) only), for such breaches, violations, defaults, violationsDebt Repayment Triggering Events, liens, charges or encumbrances that as would not, individually or in the aggregate, result in not be reasonably likely to have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of the Indenture, this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offeringRegistration Rights Agreement, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by Offered Securities and Guarantee and compliance with the Operating Partnership terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Guarantor or any of their respective subsidiaries pursuant to, (A) the Organizational Documents charter or by-laws of the Company, the Operating Partnership Guarantor or any of their respective subsidiaries, (B) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Guarantor or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership Guarantor or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership Guarantor or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Guarantor or any of their respective subsidiaries is subject, except, in except where the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that failure to do so would notnot reasonably be expected to, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Guarantor or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of the Indenture and this Agreement and by the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Securities Company and the issuance and sale of the Company OP Units by Offered Securities and Underlying Shares and the Operating Partnership Affiliate Securities and the shares of Common Stock issuable upon conversion of the Affiliate 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 or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective its subsidiaries pursuant to, (Ai) the Organizational Documents charter or by-laws of the Company, the Operating Partnership Company or any of their respective subsidiariesits Significant Subsidiaries, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective its subsidiaries or any of their properties, or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, except, except in the case of clauses (Bii) and (Ciii) onlyfor any breach, such defaultsviolation, violationsdefault, lienslien, charges charge or encumbrances encumbrance for which waivers or consents have been obtained as of the Applicable Time or that would notnot reasonably be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution Except as disclosed in the General Disclosure Package and the Final Prospectus, the execution, delivery and performance of this Agreement and the Deposit Agreement and the consummation of the transactions contemplated by this Agreement herein and the OP Agreement in connection with the offeringtherein, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by Offered Securities, including the Operating Partnership deposit of the Ordinary Shares with the Depositary and the issuance of the ADRs evidencing the ADSs and the listing of the Offered Securities on the NASDAQ Global Market, do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective its subsidiaries pursuant to, to (Ai) the Organizational Documents charter or by-laws of the Company, the Operating Partnership Company or any of their respective its subsidiaries, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective its subsidiaries or any of their properties, or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, except, subject except in the case cases of clauses (Bii) and (Ciii) onlysuch violation, such defaultsbreach or default, violations, liens, charges or encumbrances that which would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Offered Securities by the Company and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.Operating

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offeringAgreement, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by Offered Securities and the Operating Partnership listing of the Offered Securities on the Nasdaq Stock Market, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective its subsidiaries pursuant to, (Ai) the Organizational Documents charter or by-laws of the Company, the Operating Partnership Company or any of their respective its subsidiaries, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective its subsidiaries or any of their properties, or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, except, in the case of except with respect to clauses (Bii) and (Ciii) onlyabove where such breach, such defaults, violations, liens, charges violation or encumbrances that default would not, individually not have a Material Adverse Effect or in the aggregate, result in would not have a material adverse effect Material Adverse Effect on the condition (financial or otherwise), results of operations, business, properties or prospects consummation of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”)transactions contemplated by this Agreement; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offeringeach Transaction Agreement, including the issuance and sale of the Offered Securities and the issuance and sale deposit of the Company OP Units Shares against issuance by the Operating Partnership Depositary of the ADSs and ADRs evidencing the ADSs will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective its subsidiaries pursuant to, (Ai) the Organizational Documents articles of association or by-laws or similar organizational documents of the Company, the Operating Partnership Company or any of their respective its subsidiaries, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective its subsidiaries or any of their properties, or (Ciii) except for a Debt Repayment Triggering Event under the credit agreement entered into by the Company and three lenders on September 15, 2021 as described in the Registration Statement, the General Disclosure Package and the Final Prospectus, any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, except, in the case of with respect to clauses (Bii) and (Ciii) onlyabove, for any such defaultsbreach, violations, liens, charges violation or encumbrances default that has had or would notreasonably be expected to have, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects consummation of the Company, the Operating Partnership and their respective subsidiaries taken as transactions contemplated by this Agreement or a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of the Indenture, this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offeringRegistration Rights Agreement, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by Offered Securities and Guarantee and compliance with the Operating Partnership terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Guarantor or any of their respective subsidiaries pursuant to, to (Ai) the Organizational Documents charter or by-laws of the Company, the Operating Partnership Guarantor or any of their respective subsidiaries, (Bii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Guarantor or any of their respective subsidiaries or any of their properties, properties or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Guarantor or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership Guarantor or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Guarantor or any of their respective subsidiaries is subject, except, in the case of with respect to clauses (Bii) and (C) onlyiii), such defaults, violations, liens, charges or encumbrances that where the failure to do so would notnot reasonably be expected to, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Guarantor or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Offered Securities by the Company and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.their

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by the Operating Partnership Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective subsidiaries pursuant tothe Subsidiaries or, (A) to the Organizational Documents best knowledge of the Company, Dearborn, pursuant to (i) the Operating Partnership charter, by-laws or other organizational instrument or document of the Company or any of their respective subsidiariesthe Subsidiaries or, to the best knowledge of the Company, Dearborn, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective subsidiaries the Subsidiaries or, to the best knowledge of the Company, Dearborn, or any of their properties, or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective subsidiaries the Subsidiaries or, to the best knowledge of the Company, Dearborn, is a party or by which the Company, the Operating Partnership Company or any of their respective subsidiaries the Subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective subsidiaries the Subsidiaries is subject, except, in the case of clauses (Biii) and (C) onlyabove, for such defaultsconflicts, breaches, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in Subsidiaries or, to the case best knowledge of a corporationthe Company, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entityDearborn.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement Agreement, and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Securities and the issuance and sale will not result in a breach or violation of any of the Company OP Units by the Operating Partnership will not terms or provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective its subsidiaries pursuant to, (Ai) the Organizational Documents (as defined below) of the Company, the Operating Partnership Company or any of their respective its subsidiaries, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective its subsidiaries or any of their properties, or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, except, in the case cases of clauses (Bii) and (Ciii) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of Material Adverse Effect and as would not materially adversely affect the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”)’s ability to perform its obligations hereunder; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (ai) in the case of a corporation, its charter and by-laws; (bii) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (ciii) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (div) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement execution, delivery and the consummation performance of the transactions contemplated by Indenture, the Security Agreements and this Agreement and the OP Agreement in connection with the offeringAgreement, including the issuance and sale of the Offered Securities and the issuance Guarantees and sale compliance with the terms and provisions thereof will not result in a breach or violation of any of the Company OP Units by the Operating Partnership will not terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Parent or any of their respective subsidiaries the Subsidiaries, pursuant to, to (Ai) the Organizational Documents charter, by-laws or other organizational instrument or document of the Company, the Operating Partnership Parent or any of their respective subsidiariesthe Subsidiaries, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Parent or any of their respective subsidiaries the Subsidiaries or any of their properties, or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Parent or any of their respective subsidiaries the Subsidiaries is a party or by which the Company, the Operating Partnership Parent or any of their respective subsidiaries the Subsidiaries is bound (in each case, other than liens, charges and encumbrances pursuant to Security Agreements) or to which any of the properties of the Company, the Operating Partnership Parent or any of their respective subsidiaries the Subsidiaries is subject, except, in the case of clauses (Biii) and (C) onlyabove, for such defaultsconflicts, breaches, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Parent or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entitySubsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of the Indenture, this Agreement Agreement, the Security Agreements, the Mortgage Amendments and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offeringRegistration Rights Agreement, including the issuance and sale of the Offered Securities and the issuance Guarantee and sale compliance with the terms and provisions thereof will not result in a breach or violation of any of the Company OP Units by the Operating Partnership will not terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Parent or any of their respective subsidiaries the Subsidiaries pursuant to, to (Ai) the Organizational Documents charter or by-laws of the Company, the Operating Partnership Parent or any of their respective subsidiariesthe Subsidiaries, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Parent or any of their respective subsidiaries the Subsidiaries or any of their properties, or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Parent or any of their respective subsidiaries the Subsidiaries is a party or by which the Company, the Operating Partnership Parent or any of their respective subsidiaries the Subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Parent or any of their respective subsidiaries the Subsidiaries is subject, except, in the case of clauses (Biii) and (C) onlyabove, for such defaultsconflicts, breaches, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Parent or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entitySubsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and the Deposit Agreement and the consummation of the transactions contemplated by this Agreement herein and the OP Agreement in connection with the offering, including the issuance and sale of the Securities therein and the issuance and sale of the Company OP Units Offered Securities, including the deposit of any Ordinary Shares represented by the Operating Partnership ADSs with the Depositary and the issuance of the ADRs evidencing the ADSs and the listing of the Offered Securities on the NASDAQ and the application of the proceeds from the sale of the Offered Securities, as described in the General Disclosure Package and the Final Prospectus, do not and will not result in (A) a violation of the respective constitutional documents of the Company or any of its subsidiaries, (B) violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (C) a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective its subsidiaries pursuant to, (A) the Organizational Documents constitutional documents of the Company, the Operating Partnership Company or any of their respective its subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, arbitrator or other authority, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective its subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, except, ; except in the case of clauses (B) and (C) onlyabove where any such violation, such defaults, violations, liens, charges contravention or encumbrances that default would not, individually or in the aggregate, result in reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective its subsidiaries; , or that would prevent the term “Organizational Documents” as used herein means (a) in the case of a corporationsatisfaction of, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement defeat any condition to drawdown or other similar agreement; and (d) in requirement under any Material Contract related to indebtedness or otherwise adversely affect the case availability to the Company or any of any other entity, the organizational and governing documents its subsidiaries of such entityfinancing contemplated thereby.

Absence of Defaults and Conflicts Resulting from Transaction. The execution Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offeringAgreement, including the issuance and sale of the Offered Securities and the issuance and sale consummation of the Company OP Units by the Operating Partnership Corporate Reorganization will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the CompanyRGHL Parties, the Operating Partnership Company or any of their respective its subsidiaries pursuant to, (Ai) the Organizational Documents charter or by-laws or similar organizational documents of the CompanyRGHL Parties, the Operating Partnership Company or any of their respective its subsidiaries, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the CompanyRGHL Parties, the Operating Partnership Company or any of their respective its subsidiaries or any of their properties, or (Ciii) any agreement or instrument to which the CompanyRGHL Parties, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the CompanyRGHL Parties, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the CompanyRGHL Parties, the Operating Partnership Company or any of their respective its subsidiaries is subject, except, in the case of with respect to clauses (Bii) and (Ciii) onlyabove, for any such defaultsbreach, violations, liens, charges violation or encumbrances default that would notwould, individually or in the aggregate, result in a material adverse effect on neither reasonably be expected to materially and adversely affect the condition (financial or otherwise), results of operations, business, properties or prospects consummation of the Company, transactions contemplated by this Agreement or the Operating Partnership and their respective subsidiaries taken as Corporate Reorganization nor have a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the CompanyRGHL Parties, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Offered Securities by the Company and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-by- laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement Agreement, and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Securities and the issuance and sale will not result in a breach or violation of any of the Company OP Units by the Operating Partnership will not terms or provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective its subsidiaries pursuant to, (A) the Organizational Documents (as defined below) of the Company, the Operating Partnership Company or any of their respective its subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective its subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, except, in the case cases of clauses (B) and (C) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of Material Adverse Effect and as would not materially adversely affect the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”)’s ability to perform its obligations hereunder; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Offered Securities by the Company (including the issuance of the Conversion Shares (as defined below)) and the issuance and sale of the Company Preferred OP Units by the Operating Partnership Partnership, and the use of net proceeds therefrom as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, will not result in a breach or violation of any of the terms or provisions of, or constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, under or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, to (A) the Organizational Documents (as defined below) of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries the Subsidiaries or any of their propertiesProperties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries Properties is subject, except, (other than relating to the loans to be repaid with proceeds from the offering or as specifically described in the Use of Proceeds section of the Statutory Prospectus) and except in case of clauses clause (B) and (C) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement each Operative Document and the consummation of the transactions contemplated herein and therein by this Agreement each of the Issuer and the OP Agreement in connection with the offeringSubsidiary Guarantors, including the issuance and sale of the Securities Notes and the issuance and application of the proceeds from the sale of the Company OP Units Notes by the Operating Partnership Issuer, as described in the Disclosure Package and the Final Offering Memorandum under the caption “Use of Proceeds,” and compliance by the Issuer and the Subsidiary Guarantors with their respective obligations hereunder and thereunder do not and will not result in (A) a violation of the respective constitutional documents of the Issuer or any of its subsidiaries, (B) a 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 Issuer or any of its subsidiaries or any of their properties, or (C) a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Issuer or any of their respective its subsidiaries pursuant to, (A) the Organizational Documents constitutional documents of the Company, the Operating Partnership Issuer or any of their respective its subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, arbitrator or other authority, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Issuer or any of their respective its subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership Issuer or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Issuer or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Issuer or any of their respective its subsidiaries is subject, except, subject except in the case of clauses (B) and (C) onlyabove, where any such defaultsbreach, violationsviolation, lienscontravention, charges default, Debt Repayment Triggering Event, lien, charge or encumbrances that encumbrance would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Issuer or any of their respective its subsidiaries; , including but not limited to pursuant to the term “Organizational Documents” terms of the Senior Secured Credit Facilities (as used herein means (a) defined in the case Indenture) and the 5.875% Senior Secured Notes due 2019 and 7.250% Senior Secured Notes due 2021 of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entityStudio City Company Limited.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offeringAgreement, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by the Operating Partnership Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the CompanyCompany or, the Operating Partnership or with regard to clause (i) below, any of their respective subsidiaries its subsidiaries, or with regard to clauses (ii) and (iii) below, its Significant Subsidiaries, pursuant to, (Ai) the Organizational Documents charter or by-laws (or similar organizational documents) of the Company, the Operating Partnership Company or any of their respective its subsidiaries, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective subsidiaries its Significant Subsidiaries or any of their properties, or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective subsidiaries its Significant Subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective subsidiaries its Significant Subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective subsidiaries its Significant Subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness of the Company or its subsidiaries (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, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and the Warrant Agreement, the issuance and sale of the Units, the issuance and sale of the Warrant Shares issuable upon exercise of the Warrants and the consummation of the transactions contemplated by this Agreement and the OP Agreement hereby will not result in connection with the offering, including the issuance and sale a breach or violation of any of the Securities terms and the issuance and sale of the Company OP Units by the Operating Partnership will not provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective its subsidiaries pursuant to, (Ai) the Organizational Documents charter, certificate of formation, articles of organization or by-laws of the Company, the Operating Partnership Company or any of their respective its subsidiaries, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective its subsidiaries or any of their properties, or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, except, except in the case of each of clauses (Bii) and (C) onlyiii), where such defaultsbreaches, violations, defaults, liens, charges or encumbrances that would not, individually or in the aggregate, result in have a Material Adverse Effect and as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects consummation of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”)transactions contemplated by this Agreement; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of each of the Transaction Documents, the issuance (in the case of any Company Shares) and sale of the Shares pursuant to this Agreement, the issuance, sale and delivery of any shares of Common Stock pursuant to the Forward Sale Agreement and any Additional Forward Sale Agreement, the consummation of the transactions contemplated by this Agreement the Transaction Documents, and the OP Agreement in connection compliance with the offering, including the issuance terms and sale provisions of the Securities and the issuance and sale Transaction Documents, will not result in a breach or violation of any of the Company OP Units by the Operating Partnership will not terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective its subsidiaries pursuant to, (Ai) the Organizational Documents charter or by-laws or other organizational documents of the Company, the Operating Partnership Company or any of their respective its subsidiaries, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective its subsidiaries or any of their properties, or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, except, in the case of clauses (Bii) and (C) onlyiii), such defaults, violations, liens, charges or encumbrances that as would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement Agreement, and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Securities and the issuance and sale will not result in a breach or violation of any of the Company OP Units by the Operating Partnership will not terms or provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective its subsidiaries pursuant to, (A) the Organizational Documents (as defined below) of the Company, the Operating Partnership Company or any of their respective its subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective its subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, except, except in the case cases of clauses (B) and (C) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of Material Adverse Effect and as would not materially adversely affect the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”)’s ability to perform its obligations hereunder; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement, the OP Agreement and the consummation of applicable agreements listed on Schedule D hereto (the transactions contemplated by this Agreement and the OP Agreement in connection with the offering“Contribution Transaction Documents”), including the issuance and sale of the Securities and the issuance and sale of the Offered Shares and the Contribution Shares by the Company and the issuance and sale of the OP Units (including the Company OP Units) and LTIP Units by the Operating Partnership Partnership, and the use of net proceeds therefrom as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, will not result in a breach or violation of any of the terms or provisions of, or constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, under or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries pursuant to, to (A) the Organizational Documents (as defined below) of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiariesSubsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries or any of their propertiesProperties, or (C) any agreement or instrument to which the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is a party or by which the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is bound or to which any of the properties Properties of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is subject, except, subject (other than the amount outstanding under the BRG LOC to be repaid with the net proceeds of the Offering as described in the Use of Proceeds section of the Statutory Prospectus), and except in case of clauses clause (B) and (C) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement execution, delivery and performance by the Issuers and the consummation Guarantors of the transactions contemplated by Indenture, the Collateral Documents and this Agreement and the OP Agreement in connection with the offeringAgreement, including the issuance and sale of the Offered Securities and the issuance and sale consummation of the Company OP Units by the Operating Partnership Transactions will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the CompanyIssuers, the Operating Partnership Guarantors or any of their respective subsidiaries pursuant to, (A) the Organizational Documents any indenture, mortgage, deed of the Companytrust, the Operating Partnership loan agreement or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any other agreement or instrument to which the CompanyIssuers, the Operating Partnership Guarantors or any of their respective subsidiaries is a party or by which the CompanyIssuers, the Operating Partnership Guarantors or any of their respective subsidiaries is bound or to which any of the properties property or assets of the CompanyIssuers, the Operating Partnership Guarantors or any of their respective subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Issuers, the Guarantors or any of their respective subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (B) and (C) onlyfor any such conflict, such defaultsbreach, violations, liens, charges violation or encumbrances default that would not, individually or in the aggregate, result reasonably be expected to have, in the case of clauses (i) and (iii) above, a Material Adverse Effect or a material adverse effect on the condition (financial or otherwise)performance of this Agreement, results of operations, business, properties or prospects the issuance and sale of the Company, Offered Securities or the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”)consummation of any of the transactions contemplated by this Agreement; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness counterparty to the agreements set forth on Schedule E (or any person acting on such holder’s behalfthe “Specified Contracts”) the right to require the repurchase, redemption or repayment of all or a portion of such any indebtedness under the Specified Contracts by the CompanyIssuers, the Operating Partnership Guarantors or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.other

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement, the OP Agreement and the consummation of applicable agreements (including each exhibit and appendix referenced therein) listed on Schedule D hereto (collectively referred to as the transactions contemplated by this Agreement and the OP Agreement in connection with the offering“Contribution Transaction Documents”), including the issuance and sale of the Securities and the issuance and sale of the Offered Shares and the Contribution Shares by the Company and the issuance and sale of the OP Units (including the Company OP Units) and LTIP Units by the Operating Partnership Partnership, and the use of net proceeds therefrom as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, will not result in a breach or violation of any of the terms or provisions of, or constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, under or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries pursuant to, to (A) the Organizational Documents (as defined below) of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiariesSubsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries or any of their propertiesProperties, or (C) any agreement or instrument to which the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is a party or by which the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is bound or to which any of the properties Properties of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is subject, except, subject (other than the amount outstanding under the BRG LOC to be repaid with the net proceeds of the Offering as described in the Use of Proceeds section of the Statutory Prospectus), and except in case of clauses clause (B) and (C) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and the Deposit Agreement, and the consummation of the transactions contemplated by this Agreement herein or therein and in the OP Agreement in connection with the offering, Registration Statement (including the issuance and sale of the Offered Securities and Common Shares represented by the Offered Securities and the issuance and use of the proceeds from the sale of the Company OP Units Offered Securities as described in the Statutory Prospectus included in the General Disclosure Package and the Final Prospectus under the heading “Use of Proceeds”) and compliance by the Operating Partnership Company with its obligations hereunder have been duly authorized by all necessary corporate actions and do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective subsidiaries the Group Entities pursuant to, (Ai) the Organizational Documents charter or by-laws of the Company, the Operating Partnership Company or any of their respective subsidiariesthe Group Entities, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective subsidiaries the Group Entities or any of their properties, or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective subsidiaries the Group Entities is a party or by which the Company, the Operating Partnership Company or any of their respective subsidiaries the Group Entities is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective subsidiaries the Group Entities is subject, except, ; except in the case of clauses (B) and (C) onlyii), such defaults, violationsDebt Repayment Triggering Event or the imposition of any lien, lienscharges, charges or encumbrances encumbrance that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entityGroup Entities.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offeringAgreement, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by the Operating Partnership Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective subsidiaries its Subsidiaries pursuant to, (Ai) the Organizational Documents charter, certificate of formation, articles of organization, by-laws or operating agreement of the Company, the Operating Partnership Company or any of their respective subsidiariesits Subsidiaries, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective subsidiaries its Subsidiaries or any of their properties, or (Ciii) any other agreement or instrument to which the Company, the Operating Partnership Company or any of their respective subsidiaries its Subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective subsidiaries its Subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective subsidiaries its Subsidiaries is subject, except, except in the case of clauses (Bii) and (Ciii) only, above for such defaultsbreaches, violations, defaults or such liens, charges or encumbrances that would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership Company or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entitySubsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Offered Securities by the Company and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.the

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance by the Company and the Guarantor of this Agreement each of the Transaction Documents to which each is a party, the issuance and sale of the Offered Securities and the Guarantees (and the application of the proceeds from the sale of the Offered Securities as described under “Use of Proceeds” in each of the General Disclosure Package and the Final Offering Memorandum) and compliance with the terms and provisions thereof and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by the Operating Partnership Transaction Documents will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined belowi) under, conflict with or result in a breach or violation of any of the terms and or provisions of, or result in the creation of or imposition of any lien, charge or encumbrance upon any property property, right or assets of the Company, the Operating Partnership Guarantor or any of their respective subsidiaries pursuant to, (A) the Organizational Documents or constitute a default under, any indenture, mortgage, deed of the Companytrust, the Operating Partnership loan agreement, license, lease or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any other agreement or instrument to which the Company, the Operating Partnership Guarantor or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership Guarantor or any of their respective subsidiaries is bound or to which any of the properties properties, rights or assets of the Company, the Operating Partnership Guarantor or any of their respective subsidiaries is subject; (ii) result in any violation of the provisions of the charter, by-laws or operating agreements of the Company, the Guarantor or any of their respective subsidiaries; or (iii) result in any violation of any law or statute or any judgment, order, decree, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over the Company, the Guarantor or any of their respective subsidiaries or any of their respective properties or assets except, in the case of clauses (Bi) and (Ciii) onlyabove, to the extent any such defaultsconflict, violationsbreach, liensviolation, charges default, lien, charge or encumbrances encumbrance that would notnot reasonably be expected to, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Offered Securities by the Company and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement execution, delivery and the consummation performance of the transactions contemplated by Indenture and this Agreement Agreement, and the OP Agreement in connection with the offering, including the issuance and sale of the Securities and compliance with the issuance terms and sale provisions thereof will not result in a breach or violation of any of the Company OP Units by the Operating Partnership will not terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective subsidiaries the Significant Subsidiaries pursuant to, (Ai) the Organizational Documents charter or by-laws or equivalent organizational documents of the Company, the Operating Partnership Company or any of their respective its subsidiaries, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective its subsidiaries or any of their properties, or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or party, by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, except, in the case of clauses (Bii) and (C) onlyiii), such defaults, violations, liens, charges or encumbrances that as would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any outstanding 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, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.