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

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company and the Guarantor of 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 the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right or assets of the Company, the Guarantor or any of their respective subsidiaries pursuant to, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor or any of their respective subsidiaries is a party or by which the Company, the Guarantor or any of their respective subsidiaries is bound or to which any of the properties, rights or assets of the Company, the 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 (i) and (iii) above, to the extent any such conflict, breach, violation, default, lien, charge or encumbrance that would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery execution and performance by of this Agreement, the Company Securities Purchase Agreement, the Indenture and the Guarantor of each of the Transaction Security Documents to which each is a party, and 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) Underlying Shares and compliance with the terms and provisions thereof will not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any of its Subsidiaries (other than liens pursuant to the Indenture and the consummation of Security Documents) pursuant to the transactions contemplated by the Transaction Documents will not (i) conflict with terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right or assets of the Company, the Guarantor or any of their respective subsidiaries pursuant to, conflict with or constitute a default under, or give any party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, (i) the certificate or articles of incorporation or by-laws or other organizational documents of the Company or any of its Subsidiaries, (ii) any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, licensebond, lease debenture, note agreement or other evidence of indebtedness, lease, contract or other agreement or instrument to which the Company, the Guarantor Company or any of their respective subsidiaries its Subsidiaries is a party or by which the Company, the Guarantor any of its Subsidiaries or any of its or their respective subsidiaries properties is bound or to which any of the propertiesaffected, rights or assets of the Company, the 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 violate or statute or conflict with any judgment, ruling, decree, order, decreestatute, rule or regulation of any court or arbitrator or other governmental agency or body having jurisdiction over applicable to the Company, business or properties of the Guarantor Company or any of their respective subsidiaries or any of their respective properties or assets exceptits Subsidiaries, in the case of clauses (i) and (iii) abovewhich lien, to the extent any such conflictcharge, encumbrance, breach, violation, conflict, default, lientermination or acceleration, charge in the cases of clauses (ii) or encumbrance that would not (iii), could reasonably be expected to, individually or in the aggregate, result in to have a Material Adverse Effect.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement, and the Guarantor of 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 the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries pursuant to, (i) the Guarantor charter or by-laws of the Company or the charter, by-laws or other organizational documents, as the case may be, of any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its 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 (iii) and (iii) above, to the extent for any such conflict, breach, violation, default, lien, charge or encumbrance that would not reasonably be expected toexpected, individually or in the aggregate, result in to have a 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement, and the Guarantor of 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 the Transaction Documents 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 a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the Company, the Guarantor Company or any of their respective its subsidiaries pursuant to, or constitute a default under, to any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights property or assets of the Company, the Guarantor Company or any of their respective its subsidiaries is subject; , (ii) result in any violation of the provisions of the charterarticles of association, charter or by-laws or operating agreements similar organizational documents of the Company, the Guarantor Company or any of their respective subsidiaries; its subsidiaries or (iii) result in any the 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 Companyregulatory authority, the Guarantor or any of their respective subsidiaries or any of their respective properties or assets except, except in the case of clauses (i) and (iii) above, to the extent any for such conflict, breach, violation, default, lien, charge or encumbrance that exceptions as would not reasonably be expected toexpected, individually or in the aggregate, result in to have a Material Adverse Effect. “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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company and the Guarantor of each of the Transaction Documents to which each is a partyIndentures and this Agreement, and 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) Underlying Shares and compliance with the terms and provisions thereof and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries pursuant to, (i) the Guarantor charter or by-laws of the Company or any of its Significant Subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its subsidiaries is subject; subject , except, with respect to clauses (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 (i) and (iii) aboveof this paragraph only, to the extent any such conflictbreaches, breachdefaults, violationliens, defaultcharges, lien, charge encumbrances or encumbrance violations that would not reasonably be expected to, individually or in the aggregate, result in a 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement, and the Guarantor of 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 the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries pursuant to, (i) the Guarantor charter or by-laws of the Company or the charter, by-laws or other organizational documents, as the case may be, of any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its 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 (iii) and (iii) above, to the extent for any such conflict, breach, violation, default, lien, charge or encumbrance that would not reasonably be expected toexpected, individually or in the aggregate, result in to have a 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and the Guarantor of 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 by 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 the Transaction Documents Selling Stockholders will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries pursuant to, (i) the Guarantor charter or by-laws of the Company or the articles of organization or operating agreement of any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective subsidiaries pursuant to, properties or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its 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, except in the case cases of clauses (iii) and (iii) abovesuch breaches, to the extent any such conflictviolations, breach, violation, default, lien, charge defaults or encumbrance impositions (other than a Debt Repayment Triggering Event) that would not reasonably be expected tonot, individually or in the aggregate, result in a 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company and the Guarantor of each of the Transaction Documents to which each is a partyIndenture, and 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 thereof, did not and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or not, as applicable, result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of any of the CompanyPartnership Entities pursuant to (i) the Organizational Agreements, the Guarantor certificates of limited partnership or formation or any other organizational document of any Partnership Entity, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Entities or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor or any of their respective subsidiaries Partnership Entity is a party or by which the Company, the Guarantor or any of their respective subsidiaries is the Partnership Entities are bound or to which any of the properties, rights or assets properties of the Company, the Guarantor or any of their respective subsidiaries Partnership Entities 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, except in the case of clauses (iii) and (iii) above), to the extent for any such conflictbreaches, breachviolations, violationdefaults, defaultliens, liencharges or encumbrances, charge or encumbrance that would not reasonably be expected towhich, individually or in the aggregate, would not result in a 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 any of the Partnership Entities.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company and the Guarantor of each of the Transaction Documents to which each is a partythis Agreement, the issuance Warrants, the Pre-Funded Warrants, the Purchase Agreement and sale of the Offered Securities and the Guarantees (and the application of the proceeds from any Terms Agreement, the sale of the Offered Securities as described under “Use of Proceeds” in each of Securities, the General Disclosure Package and compliance by the Final Offering Memorandum) and compliance Company with the terms hereof and provisions thereof of the Warrants, the Pre-Funded Warrants and the Purchase Agreement and any Terms Agreement and the consummation of the transactions contemplated hereby and by the Transaction Documents Warrants, the Pre-Funded Warrants and the Purchase Agreement and any Terms Agreement will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the Company, the Guarantor Company or any of their respective its subsidiaries pursuant to, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease agreement or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights property or assets of the Company, the Guarantor Company or any of their respective its subsidiaries is subject; , (ii) result in any violation of the provisions of the charter, articles of association or by-laws or operating agreements other Organizational Documents of the Company, the Guarantor Company or any of their respective subsidiaries; its subsidiaries or (iii) result in any the 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 Companyregulatory authority, the Guarantor or any of their respective subsidiaries or any of their respective properties or assets except, in the case of clauses (i) and (iii) above, to the extent for any such conflictconflicts, breachbreaches, violation, default, lien, charge violations or encumbrance defaults that would not reasonably be expected tonot, individually or in the aggregate, result in have a Material Adverse EffectEffect or as would not materially adversely affect consummation of the transactions contemplated hereunder.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company and the Guarantor of each of the Transaction Documents to which each is a party, Indenture and this Agreement and 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 or the execution, delivery and performance of the Asset Purchase Agreement and the consummation by the Partnership Entities of the transactions contemplated by the Transaction Documents Asset Purchase Agreement did not and will not (i) conflict with or not, as applicable, result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of any of the CompanyPartnership Entities pursuant to (i) the Organizational Agreements, the Guarantor certificates of limited partnership or formation or any other organizational document of any Partnership Entity, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Entities or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor or any of their respective subsidiaries Partnership Entity is a party or by which the Company, the Guarantor or any of their respective subsidiaries is the Partnership Entities are bound or to which any of the properties, rights or assets properties of the Company, the Guarantor or any of their respective subsidiaries Partnership Entities 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, except in the case of clauses (iii) and (iii) above), to the extent for any such conflictbreaches, breachviolations, violationdefaults, defaultliens, liencharges or encumbrances, charge or encumbrance that would not reasonably be expected towhich, individually or in the aggregate, would not result in a 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 any of the Partnership Entities.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company and the Guarantor of each of the Transaction Documents to which each is a partythis Agreement (including, without limitation, the issuance and sale of the Offered Securities to the Underwriters) 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) Concurrent Transactions, and compliance with the terms and provisions thereof and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries pursuant to, (i) the Guarantor charter, by-laws or similar organizational document of the Company or any of its subsidiaries, (ii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its 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 (iii) and (iii) above, to the extent any for such conflict, breach, violation, default, lien, charge defaults or encumbrance that violations as would not reasonably be expected to, individually or in the aggregate, result in have a 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and the Guarantor of 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 the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of the Subsidiaries pursuant to (i) the charter, by-laws or other organizational instrument or document of the Guarantor Company or any of the Subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective subsidiaries the Subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective subsidiaries the Subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective subsidiaries the 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 (i) and (iii) above, to the extent any for such conflictconflicts, breachbreaches, violationviolations, defaultliens, lien, charge charges or encumbrance encumbrances that would not reasonably be expected tonot, individually or in the aggregate, result in have a 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 or any of the Subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement, and the Guarantor of 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 the Transaction Documents Shares will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries pursuant to (i) the memorandum of association, articles of association, charter or by-laws or similar organizational documents of the Guarantor Company or any of its subsidiaries, (ii) 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 or any of its subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its 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 subject except, in the case for purposes of clauses (iii) and (iii) above), to the extent any such conflict, breach, violation, default, lien, charge or encumbrance that would not reasonably be expected tonot, individually or in the aggregate, result in reasonably be expected to have a 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by of this Agreement (including the Company Stock Repurchase) will not, and the Guarantor of each of the Transaction Documents to which each is a party, the previous 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 the Transaction Documents will not (i) conflict with or Company did not, result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries pursuant to, (i) the Guarantor charter, by-laws or other organizational document of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its 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 (iii) and (iii) above, to the extent for any such conflictlien, charge, encumbrance, breach, violation, default, lien, charge violation or encumbrance default that would not reasonably be expected tonot, individually or in the aggregate, result in have a 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement, and the Guarantor of each of the Transaction Documents to which each is a party, the issuance and sale of the Offered Securities will not, and the Guarantees (execution, delivery and the application performance 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 Reorganization Agreement and the consummation of the transactions contemplated by the Transaction Documents therein will not (i) conflict with or not, result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries pursuant to, (i) the Guarantor charter or by-laws of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its 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 (i) and clause (iii) above), to the extent where any such conflict, breach, violation, default, lien, charge violation or encumbrance that default would not reasonably be expected tonot, individually or in the aggregate, result in a 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company and the Guarantor of each of the Transaction Documents to which each it is a party, the issuance issuance, sale and sale placement, as applicable, of the Offered Securities and the Guarantees (and the application of the proceeds from the sale of the ADRs or 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 Shares and the consummation by the Company of the transactions contemplated by the Transaction Documents to which it is a party will not (i) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its Significant Subsidiaries, (ii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event with which notice or lapse of time could constitute a default) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the Company, the Guarantor Company or any of their respective subsidiaries its Significant Subsidiaries pursuant to, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease agreement or other agreement or instrument to which the Company, the Guarantor Company or any of their respective subsidiaries its Significant Subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective subsidiaries its Significant Subsidiaries is bound or to which any of the properties, rights property or assets of the Company, the Guarantor Company or any of their respective subsidiaries its Significant 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; subject or (iii) result in any the violation of any law or statute or any judgment, order, decree, rule or regulation applicable to the Company or any of its Significant Subsidiaries of any court or arbitrator or governmental agency or body regulatory authority having jurisdiction over the Company, the Guarantor Company or any of its Significant Subsidiaries or any of their respective subsidiaries or any of their respective properties or assets properties, except, in the case of clauses (iii) and (iii) above, to the extent for any such conflictbreach, breachdefault, violation, default, lien, charge failure or encumbrance event that would not reasonably be expected tonot, individually or in the aggregate, result in have a Material Adverse Effect.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement will not, and the Guarantor of each of the Transaction Documents to which each is a party, the previous 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 the Transaction Documents will not (i) conflict with or Company did not, result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries pursuant to, (i) the Guarantor charter, by-laws or other organizational document of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its 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 (iii) and (iii) above, to the extent for any such conflictlien, charge, encumbrance, breach, violation, default, lien, charge violation or encumbrance default that would not reasonably be expected tonot, individually or in the aggregate, result in have a 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement by the Company Company, and the Guarantor of 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 the Transaction Documents Company will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its Significant Subsidiaries pursuant to, (A) the Guarantor memorandum and articles of association, charter, by-laws or other constitutive documents of the Company or any of 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 or any of its subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (C) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its 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, except in the case of clauses clause (i) and (iii) aboveC), to the extent where any such conflict, breach, violation, default, lien, charge violation or encumbrance that default would not reasonably be expected tonot, individually or in the aggregate, result in have a Material Adverse EffectEffect or materially affect the offering, issuance or sale of the 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement, and the Guarantor of 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 the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries pursuant to, (i) the Guarantor charter or by-laws of the Company or the charter, by-laws or other organizational documents, as the case may be, of any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its 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 (iii) and (iii) above, to the extent for any such conflict, breach, violation, default, lien, charge or encumbrance that would not reasonably be expected toexpected, individually or in the aggregate, result in to have a 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement, and the Guarantor of 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 the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries pursuant to, (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Guarantor Company or any subsidiary of the Company or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (ii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective subsidiaries such subsidiary is a party or by which the Company, the Guarantor Company or any of their respective subsidiaries such subsidiary is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective subsidiaries such subsidiary is subject; , or (iiiii) result in any violation of the provisions of the charter, charter or by-laws or operating agreements any equivalent organizational document of the Company, the Guarantor Company or any of their respective subsidiaries; or (iii) result in any violation of any law or statute or any judgmentsuch subsidiary, 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 (i) and (iii) aboveii), to the extent any where such conflict, breach, violation, default, lien, charge violation or encumbrance that default would not reasonably be expected tonot, individually or in the aggregate, result in have a Material Adverse Effect; and the Company has full corporate power and authority to authorize, issue and sell the Offered Securities as 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement, and the Guarantor of 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 hereunder by the Transaction Documents Company will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries pursuant to (A) the charter or other constitutive documents of the Company or any of its Significant Subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Guarantor Company or any of its subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (C) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its 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, subject except in the case cases of clauses (iB) and (iii) aboveC), to the extent any for such conflictbreaches, breachviolations, violationdefaults, defaultDebt Repayment Triggering Events, lienliens, charge charges or encumbrance that encumbrances as would not be reasonably be expected to, individually or in the aggregate, result in likely to have a 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and the Guarantor of each Deposit Agreement, and the consummation of the Transaction Documents to which each is a party, transactions contemplated herein or therein and in the Registration Statements (including the issuance and sale of the Offered Securities and the Guarantees (Offered Shares and the application use 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 MemorandumProspectus under the heading “Use of Proceeds”) and compliance with the terms and provisions thereof and the consummation of the transactions contemplated by the Transaction Documents Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate actions and do not and will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of the Group Entities pursuant to, (A) the Guarantor charter or by-laws of the Company or any of the Group Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Group Entities or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (C) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective subsidiaries the Group Entities is a party or by which the Company, the Guarantor Company or any of their respective subsidiaries the Group Entities is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective subsidiaries the Group Entities 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, except in the case of clauses (i) and (iii) aboveB), to such defaults, Debt Repayment Triggering Event or the extent imposition of any such conflict, breach, violation, default, lien, charge or encumbrance that would not reasonably be expected tocharges, individually or in the aggregate, result in a Material Adverse Effect.or

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement, and the Guarantor of 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 the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its Subsidiaries pursuant to, (i) the Guarantor charter, certificate of formation, articles of organization, by-laws or operating agreement of the Company or any of its Subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective subsidiaries its Subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective subsidiaries its Subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective subsidiaries its 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, except in the case of clauses (iii) and (iii) aboveabove for such breaches, to the extent any violations, defaults or such conflictliens, breach, violation, default, lien, charge charges or encumbrance encumbrances that would not reasonably be expected tonot, individually or in the aggregate, result in have a 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 or any of its Subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The issue and sale of the Offered Securities, the execution, delivery and performance by the Company and the Guarantor of each of the Transaction Documents to which each is a partythis Agreement, the issuance and sale of the Offered Securities and the Guarantees (and Corporate Conversion, 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 Prospectus and the consummation of the transactions contemplated by the Transaction Documents hereby and thereby, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or result in the creation of or imposition of impose any lien, charge or encumbrance upon any property, right property or assets of the Company, the Guarantor Company or any of their respective subsidiaries pursuant toits Subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective subsidiaries its Subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective subsidiaries its Subsidiaries is bound or to which any of the properties, rights property or assets of the Company, the Guarantor Company or any of their respective subsidiaries its Subsidiaries is subject; , (ii) after giving effect to the Corporate Conversion, result in any violation of the provisions of the charter, charter or by-laws (or operating agreements similar organizational documents) of the CompanyCompany or its Subsidiaries, 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 Company or any of its Subsidiaries or their respective subsidiaries or any of their respective properties or assets assets, except, in the case of with respect to clauses (i) and (iii) above), to the extent any such conflictconflicts, breachbreaches, violation, default, lien, charge defaults or encumbrance violations that would not reasonably be expected to, individually or in the aggregate, result in to have a Material Adverse Effect.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company and the Guarantor of each of the Transaction Documents to which each is a partyIndenture, and this Agreement, and 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) Underlying Shares and compliance with the terms and provisions thereof and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its significant subsidiaries pursuant to, (i) the Guarantor charter or by-laws or similar constitutive document of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective subsidiaries pursuant toproperties, (iii) or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its 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 subject except, in the case of clauses (iii) and (iii) above), to the extent where any such conflict, breach, violation, default, lien, charge violation or encumbrance that default would not reasonably be expected tonot, individually or in the aggregate, result in have a 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement, and the Guarantor of each of the Transaction Documents to which each is a party, the issuance and sale of the Offered Securities will not, and the Guarantees (execution, delivery and the application performance 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 Reorganization Agreement and the consummation of the transactions contemplated by the Transaction Documents therein will not (i) conflict with or not, result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries pursuant to, (i) the Guarantor charter or by-laws of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its 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 (iii) and (iii) above), to the extent where any such conflict, breach, violation, default, lien, charge violation or encumbrance that default would not reasonably be expected tonot, individually or in the aggregate, result in a 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, the Offered Securities, the Registration Rights Agreement and this Agreement by the Company and the Guarantor of each of the Transaction Documents to which each is a partyGuarantors, the issuance and sale of the Offered Securities and the Guarantees (by the Company and the Guarantors and compliance with the terms and provisions hereof and thereof, and the application of the proceeds from the sale of the Offered Securities by the Company 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 the Transaction Documents Memorandum 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 a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the Company, the Guarantor Company or any of their respective its subsidiaries pursuant to, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease license or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights properties or assets of the Company, the Guarantor Company or any of their respective its subsidiaries is subject; (ii) result in any violation of the provisions of the charter, charter or by-laws (or operating agreements similar organizational documents) of the Company, the Guarantor Company or any of their respective its 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 Company or any of their respective its subsidiaries or any of their respective properties or assets exceptassets, except in the case of clauses (i) and (iii) aboveabove for such conflicts, to the extent any such conflictbreaches, breachdefaults, violation, default, lien, charge violations or encumbrance liens that would not reasonably be expected tonot, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement and the Capped Call Confirmations by the Company and the Guarantor of each of the Transaction Documents to which each is a partyCompany, the issuance and sale of the Offered Securities and the Guarantees (and the application issuance, if any, of the proceeds from the sale Underlying Common Stock upon conversion 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 the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries pursuant to, (i) the Guarantor charter or by-laws of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its 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, subject except in the case of clauses (iii) and (iii) above, to the extent any such conflict, breach, violation, default, lien, charge or encumbrance that as would not reasonably be expected tonot, individually or in the aggregate, result in reasonably be expected to have a 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company and the Guarantor of each of the Transaction Documents to which each is a partyIndenture, and 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 thereof, did not and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or not, as applicable, result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of any of the CompanyPartnership Entities pursuant to (i) the Organizational Agreements, the Guarantor certificates of limited partnership or formation or any other organizational document of any Partnership Entity, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Entities or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor or any of their respective subsidiaries Partnership Entity is a party or by which the Company, the Guarantor or any of their respective subsidiaries is the Partnership Entities are bound or to which any of the properties, rights or assets properties of the Company, the Guarantor or any of their respective subsidiaries Partnership Entities 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, except in the case of clauses (iii) and (iii) above), to the extent for any such conflictbreaches, breachviolations, violationdefaults, defaultliens, liencharges or encumbrances, charge or encumbrance that would not reasonably be expected towhich, individually or in the aggregate, would not reasonably be expected to result in a 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 any of the Partnership Entities.

Absence of Defaults and Conflicts Resulting from Transaction. The executioncompliance by the Company with this Agreement and the agreement, delivery and performance by dated February 14, 2011, between the Company and the Guarantor Selling Stockholder, respecting the purchase of each of 500,000 Securities by 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 Company from the sale of Selling Stockholder (the Offered Securities as described under “Use of Proceeds” in each of the General Disclosure Package and the Final Offering MemorandumCompany Purchase Agreement”) and compliance with the terms and provisions thereof and the consummation of the transactions herein and therein contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right or assets of the Company, the Guarantor or any of their respective subsidiaries pursuant to, or constitute a default under, under (i) any indenture, mortgage, deed of trust, loan agreement, license, lease agreement or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights property or assets of the Company, the Guarantor Company or any of their respective its subsidiaries is subject; , (ii) result in any violation the Certificate of Incorporation or By-laws of the provisions of the charter, by-laws or operating agreements of the Company, the Guarantor or any of their respective subsidiaries; Company 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 Company or any of their respective its subsidiaries or any of their respective properties or assets properties, except, in the case of with respect to clauses (i) and (iii) above), to the extent any such conflict, breach, violation, default, lien, charge or encumbrance that as would not reasonably be expected to, individually or in the aggregate, result in have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement and the Company Purchase Agreement except such as have been obtained under the Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company and the each Guarantor of 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 the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right or assets of the Company, the Guarantor or any of their respective subsidiaries pursuant to, or constitute a default under, (i) any indenturestatute, mortgagerule, deed regulation or order of trustany governmental agency or body or any court, loan agreementdomestic or foreign, licensehaving jurisdiction over the Company, lease any Guarantor or other any Significant Subsidiary of the Company or any of their properties, or (ii) any agreement or instrument to which the Company, the any Guarantor or any of their respective subsidiaries such Significant Subsidiary is a party or by which the Company, the any Guarantor or any of their respective subsidiaries such Significant Subsidiary is bound or to which any of the properties, rights or assets properties of the Company, the any Guarantor or any of their respective subsidiaries such Significant Subsidiary is subject; , or (iiiii) result in any violation of the provisions of the charter, charter or by-laws or operating agreements of the Company, the any Guarantor or any of their respective subsidiaries; or such Significant Subsidiary, except (iiiA) result in each case, that 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, rights to indemnity and contribution may be limited by federal and state securities laws and public policy considerations and (B) in the case of clauses (i) and (iiiii) abovefor such breaches, to the extent any such conflict, breach, violation, default, lien, charge violations or encumbrance that defaults as would not reasonably be expected tonot, individually or in the aggregate, result in have a Material Adverse Effectmaterial adverse effect on the consummation of the transactions as contemplated by the Transaction Documents by such parties; and the Company and each Guarantor has full corporate power and authority to authorize, issue and sell the Offered Securities and the Guarantees, as applicable, as contemplated by this Agreement.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company and the Guarantor of each of the Transaction Documents to which each is a partyIndenture and this Agreement, and 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) Notes and compliance with the terms and provisions thereof and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries pursuant to (i) the charter or by-laws of the Company or the charter, by-laws or other organizational documents, as the Guarantor case may be, of any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its 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 (iii) and (iii) above, to the extent for any such conflict, breach, violation, default, lien, charge or encumbrance that would not reasonably be expected toexpected, individually or in the aggregate, result in to have a 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement, and the Guarantor of 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 the Transaction Documents 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 a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries pursuant to, (i) the Guarantor Organizational Documents (as defined below) of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its 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 cases of clauses (iii) and (iii) aboveonly, to the extent any for such conflictdefaults, breachviolations, violationliens, default, lien, charge charges or encumbrance encumbrances that would not reasonably be expected tonot, individually or in the aggregate, result in have a Material Adverse EffectEffect and as would not materially adversely affect the Company’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 or any of its subsidiaries; the term “Organizational Documents” as used herein means (i) in the case of a corporation, its charter and by-laws; (ii) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (iii) 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 (iv) 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, delivery and performance by the Company of this Agreement and the Guarantor of each of the Transaction Documents to which each is a partyWarrants, and 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 the Transaction Documents Warrant Shares, will not (i) conflict with or with, result in a breach or violation of any of the terms or and provisions of, constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries pursuant to, (i) the Guarantor charter or by-laws of the Company or any of its subsidiaries, (ii) any law or statute, rule, regulation or order of any Governmental Agency having jurisdiction over the Company or any of its subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its subsidiaries is subject; (ii) result in , including any violation indenture, mortgage, deed of the provisions of the chartertrust or loan agreement, 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 (iii) and (iii) above, to the extent any where such conflict, breach, violation, default, lien, charge violation or encumbrance that default would not reasonably be expected tonot, individually or in the aggregate, result in a Material Adverse EffectChange; 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and the Guarantor of each of the Transaction Documents to which each is a partyDocuments, and the issuance and sale of the Offered Securities and the Guarantees (and the application of the proceeds from the sale of the Offered Formation 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 the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries pursuant to, (i) the Guarantor charter, by-laws or other organizational document of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective subsidiaries pursuant toproperties, or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its 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 (iii) and (iii) above, to the extent for any such conflictlien, charge, encumbrance, breach, violation, default, lien, charge violation or encumbrance default that would not reasonably be expected tonot, individually or in the aggregate, result in have a 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 or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement, the issuance, offer, sale and placement of the Securities by the Company and the Guarantor of each consummation by the Company of the Transaction Documents to which each is a partytransactions related therewith, as contemplated herein and in 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 Registration Statement, the General Disclosure Package and the Final Offering Memorandum) Prospectus, do not and compliance with the terms and provisions thereof and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default (or an event with which the notice or lapse of time would constitute a default) under, or result in the creation of or imposition of any lien, charge or encumbrance upon any property, right property or assets of the CompanyCompany or any of its subsidiaries and will not give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or part of such indebtedness, pursuant to (i) the Guarantor memorandum and articles of association or charter, by-laws or other constitutive documents of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any Governmental Agency, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective subsidiaries pursuant to, properties or constitute a default under, (iii) any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantor Company or any of their respective its subsidiaries is a party or by which the Company, the Guarantor Company or any of their respective its subsidiaries is bound or to which any of the properties, rights or assets properties of the Company, the Guarantor Company or any of their respective its 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, except in the case of each of clauses (iii) and (iii) above, to the extent any such conflict, breach, violation, default, lien, charge or encumbrance that as would not reasonably be expected tonot, individually or in the aggregate, result in have a Material Adverse Effect.