Common use of Absence of Defaults and Conflicts Clause in Contracts

Absence of Defaults and Conflicts. None of the Company, the Operating Partnership or any Subsidiary is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership or any Subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any Subsidiary.

Absence of Defaults and Conflicts. None of Neither the Company, the Operating Partnership or Company nor any Subsidiary is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary Subsidiary, is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments defaults, singly or Laws in the aggregate, that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and by the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”Company) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, (A) result in any violation of the provisions of the charter or by-laws of the Company or any Subsidiary, or (B) conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action or result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the provisions of the Governing Instruments of the Company, the Operating Partnership Company or any Subsidiary or any of any Laws their assets, properties or operations except for such violations that would not have result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiary.

Absence of Defaults and Conflicts. None of Neither the Company, nor any of its subsidiaries, is in breach of, or in default under (nor has any event occurred which with notice, lapse of time or both would constitute a breach of, or default by the Operating Partnership Company or any Subsidiary is of its subsidiaries under), (A) in violation any provision of the charter or bylaws (or similar organizational documents) of the Company or any of its declaration of trust, partnership agreement, charter, by-laws or other governing instrument (“Governing Instruments”) subsidiaries or (B) in default except as could not reasonably be expected to individually or in the performance or observance aggregate have a Material Adverse Effect, the terms of any obligationindenture, agreement, covenant or condition contained in any contract, indenturelease, mortgage, deed of trust, loan or credit note agreement, note, lease loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by bound or to which it its or their property is subject, or under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership or any Subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary its subsidiaries or any of its or their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of property; the transactions contemplated herein hereby and all actions of the Company contemplated in the Registration Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company execution, delivery and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do performance of this Agreement will not and will notconflict with, whether with or without the giving result in any breach of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under (nor constitute any event which with notice, lapse of time or both would constitute a breach of, default by or Repayment Event of the Company or any of its subsidiaries under), (X) any provision of the charter or bylaws of the Company or any of its subsidiaries, or result (Y) without prejudice to the foregoing, and except as could not reasonably be expected to individually or in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not aggregate have a Material Adverse Effect, the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its Subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws or other governing instrument Organizational Documents (“Governing Instruments”as defined below) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, ; and the execution and delivery and performance of this Agreement and the performance of the Transaction Agreements, and the consummation of the transactions contemplated herein and therein and in the Prospectus Registration Statement (including the issuance and sale of the Securities and Shares by the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”Company) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have and thereunder, as applicable, has been duly authorized by all necessary corporate action and do does not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Governing Instruments Organizational Documents of the Company, (ii) the Operating Partnership provisions of the Organizational Documents of the Subsidiaries or (iii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its Subsidiaries or any of their assets, properties or operations, except in the case of clauses (ii) and (iii) only, for any Laws except for such violations violation that would not have result in a Material Adverse Effect. As used herein, “Organizational Documents” means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its Subsidiaries.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (Ai) in violation of its declaration of trust, partnership agreement, charter, by-laws or other governing instrument (“Governing Instruments”) Organizational Documents or (Bii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indentureexcept, mortgagein the case of (ii) above, deed for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of trust, loan or credit agreement, note, lease or other agreement or instrument to which this Agreement and the Companyconsummation of the transactions contemplated herein and in the Registration Statement, the Operating Partnership General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement do not and will not, whether with or any Subsidiary is without the giving of notice or passage of time or both, conflict with or constitute a party or by which it or any of them may be boundbreach of, or to which default or Repayment Event under, or result in the creation or imposition of any of the Lien upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary is subject (collectivelyof its subsidiaries pursuant to, “Agreements and Instruments”) any Company Documents, except for such conflicts, breaches, defaults, Repayment Events or (C) Liens that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the Organizational Documents of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or any of their respective assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any Subsidiaryoperations.

Absence of Defaults and Conflicts. None Neither of the Company, the Operating Partnership or Carvana Parties nor any Subsidiary of their respective subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws Organizational Documents or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indentureexcept (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, mortgageindividually or in the aggregate, deed reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of trustthis Agreement and any Terms Agreement, loan or credit agreement, note, lease or other agreement or instrument to which and the Companyconsummation of the transactions contemplated herein and therein and in the Registration Statement, the Operating Partnership Prospectus and any Permitted Free Writing Prospectuses (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Registration Statement and the Prospectus under the caption “Use of Proceeds”) and compliance by the Carvana Parties with their obligations under this Agreement and any Terms Agreement do not and will not, whether with or any Subsidiary is without the giving of notice or passage of time or both, conflict with or constitute a party or by which it or any of them may be boundbreach of, or to which default, Termination Event or Repayment Event under, or result in the creation or imposition of any of the Lien upon any property or assets of the Company, the Operating Partnership Carvana Parties or any Subsidiary is subject of their respective subsidiaries pursuant to, any Company Documents, except (collectivelysolely in the case of Company Documents other than Subject Instruments) for such conflicts, “Agreements and Instruments”breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of either Carvana Party or any of their respective subsidiaries or (Cii) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary Carvana Parties or any of their respective subsidiaries or any of their respective assets, properties or operations (“Laws”)operations, except for such violations as would not, individually or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will notaggregate, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not reasonably be expected to have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any Subsidiary.

Absence of Defaults and Conflicts. None of Neither the Company, the Operating Partnership or Company nor any Subsidiary is (Ai) in violation of its declaration of trustcharter or by-laws, limited partnership agreement or limited liability company agreement, charteras applicable, by-laws or other governing instrument (“Governing Instruments”) or (Bii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary it is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary is subject (collectively, “Agreements and Instruments”) or except, in the case of clause (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”ii), except for such violations any defaults that, singularly or defaults of any Agreements and Instruments or Laws that in the aggregate, would not result in a Material Adverse Effect. The Change; and the execution, delivery and performance of this Agreement and Agreement, the consummation of the transactions contemplated herein by, and in the Prospectus (compliance by the Company with its obligations under, this Agreement, including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Time of Sale Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do ,” does not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property of the properties or assets of the Company, the Operating Partnership Company or any Subsidiary pursuant to, to the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or defaults, liens, charges or encumbrances that that, singularly or in the aggregate, would not result in a Material Adverse Effect)Change, nor will such action result in any violation of the provisions of the Governing Instruments articles of incorporation or bylaws of the CompanyCompany or any related constituent document of any Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Operating Partnership Company or any Subsidiary or any of their assets, properties or operations, except where such violation of any Laws except for such violations that applicable law, statute, rule, regulation, judgment, order, writ, or decree of any government, government instrumentality or court, domestic or foreign, would not have result in a Material Adverse EffectChange. As used herein, a “Repayment Event” means any event or condition which that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the CompanyCompany or any subsidiary. The consummation of the transactions contemplated in the Registration Statement (including the sale of the Securities) do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Operating Partnership Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any Subsidiarysubsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its Material Subsidiaries is (A) in violation of its declaration Organizational Documents. Neither the Company nor any of trust, partnership agreement, charter, by-laws or other governing instrument (“Governing Instruments”) or (B) its subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership or any Subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”)Company Agreement, except for such violations or defaults of any Agreements and Instruments or Laws that would not not, individually or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Documents and the consummation of the transactions contemplated herein therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and with its obligations under the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and Transaction Documents do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, Termination Event or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries pursuant to, any Company Agreements, and will not result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, including any insurance regulatory agency or body, domestic or foreign, having jurisdiction over the Agreements and Instruments Company or Laws (any of its subsidiaries or any of their respective assets, properties or operations, except for such conflicts, breaches, defaults defaults, Termination Events, Repayment Events, Liens or Repayment Events or liens, charges or encumbrances violations that would not not, individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments Organizational Documents of the Company, the Operating Partnership Company or any Subsidiary or of any Laws except for such violations that would not have a its Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any SubsidiarySubsidiaries.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for any such defaults with respect to this clause (B) that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities, the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”), and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, singly or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of (A) the charter or by-laws of the Company or any of its subsidiaries or (CB) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or any of their assets, properties or operations (“Laws”)operations, except for any such violations with respect to this clause (B) as would not, individually or defaults of any Agreements and Instruments or Laws that would not in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its Significant Subsidiaries is (A) in violation of the provisions of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its Significant Subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary of its Significant Subsidiaries is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”"COMPANY AGREEMENTS AND INSTRUMENTS"), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Company Material Adverse Effect. The ; the execution, delivery and performance of this Distribution Agreement, the Funding Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated in the Prospectus, the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or not constitute a breach ofbreach, violation or default or Repayment Event (as defined belowA) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its Significant Subsidiaries, or (B) of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties, except for such breaches, violations or defaults under subsections (A) or (B) immediately above that would not result in a Company Material Adverse Effect; PROVIDED, that no representation or warranty is made with respect to compliance with law of the Funding Agreement to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act.

Absence of Defaults and Conflicts. None The issue and sale of the Securities, the execution and delivery by the Company or the Guarantor, as the case may be, of, and the performance by the Company and the Guarantor of all their obligations under, the Indenture, this Agreement and the Securities will not (x) contravene the provisions of the Memorandum and Articles of Association or similar constituent document of the Company, the Operating Partnership Guarantor or any Significant Subsidiary, (y) contravene applicable laws of Ireland or the United States, including any state thereof or the District of Columbia having jurisdiction over the Company, the Guarantor or any Significant Subsidiary is except for such contraventions as would not individually or in the aggregate reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Guarantor and its subsidiaries taken as a whole or (Az) conflict with or result in a material breach or violation of its declaration any of trustthe terms or provisions of, partnership agreementor constitute a material default under, charter, by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease agreement or other agreement or instrument to which the Company, the Operating Partnership Guarantor or any Significant Subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Guarantor or any Significant Subsidiary is subject (collectivelybound except for such agreements the contravention of which would not, “Agreements individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Guarantor and Instruments”) or (C) in violation of any applicable lawits subsidiaries taken as a whole; and no consent, statuteapproval, rule, regulation, judgmentauthorization, order, writ license, registration or decree qualification of or with any government, government instrumentality such court or court, domestic governmental agency or foreign, having jurisdiction over body is required for the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance issue and sale of the Securities and or the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance consummation by the Company or the Guarantor of the transactions contemplated by this Agreement or the Indenture, except (A) such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained by the Company or the Guarantor, as applicable, and are in full force and effect, (B) as may be required under the blue sky (or similar) laws of any jurisdiction in which the Securities are offered or sold and (C) the filing with, and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will notapproval by, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets NYSE of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any SubsidiaryListing Application.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration articles of trustincorporation, partnership agreementboard of directors’ regulations, chartershare handling regulations or similar organizational documents, by-laws (B) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or other governing instrument (“Governing Instruments”) decree of any government, government instrumentality or court, Japanese or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations, or (BC) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it the Company or any of them its subsidiaries may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”) except, in the case of clause (B) or (C) in violation of any applicable lawabove, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not not, singly or in the aggregate, result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and therein and in the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Operating Partnership with their respective obligations hereunder Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments articles of incorporation, board of directors’ regulations, board of corporate auditors’ regulations, share handling regulations or other organizational documents, if any, of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, Japanese or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or similar organizational documents, except for such violations with respect to the Company’s subsidiaries that would not result in a Material Adverse Effect, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”) ), except for such defaults that would not result in a Material Adverse Effect, or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any Subsidiary of the subsidiaries or any of their assets, properties assets or operations (“Laws”)properties, except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Documents and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Disclosure Package and the Prospectus and the consummation of the transactions contemplated herein and in the Prospectus Disclosure Package and the Prospectus, as the case may be (including the issuance and sale of the Securities Notes and the use of the proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have has been duly authorized by all necessary corporate action and do does not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or or, except as referred to in the Disclosure Package and the Prospectus, result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws or similar organizational documents of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or, in any material respect, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its Subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws or other governing instrument Organizational Documents (“Governing Instruments”as defined below) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, ; and the execution and delivery and performance of this Agreement and the performance of the Transaction Agreements and the consummation of the transactions contemplated herein and therein and in the Prospectus Registration Statement (including the issuance and sale of the Securities and by the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”Company) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have and thereunder, as applicable, has been duly authorized by all necessary corporate action and do does not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Governing Instruments Organizational Documents of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or any of their assets, properties or operations, except in the case of clause (ii) only, for any such violations violation that would not have result in a Material Adverse Effect. As used herein, “Organizational Documents” means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its Subsidiaries.

Absence of Defaults and Conflicts. None of the Company, the Operating Partnership or any Subsidiary Entities is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws charter or other governing instrument bylaws or similar organizational documents (the “Governing InstrumentsOrganizational Documents”) or (B) in default default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any obligation, agreementterm, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease agreement or other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary Entities is a party or by which it or any of them may be the Partnership Entities is bound, except, in each case, as disclosed in the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus, except for such defaults that would not, individually or to which any in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus (including the issuance and sale of the Units and the use of the proceeds from the sale of the Units as described in any Permitted Free Writing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Partnership with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien upon any property or assets of the CompanyPartnership Entities, except for such conflicts, breaches, defaults or liens that would not, individually or in the Operating aggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Partnership or any Subsidiary is subject (collectively, “Agreements and Instruments”) Entities or (Cii) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary Entities or any of their respective assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any Subsidiaryoperations.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its Subsidiaries is (A) in violation of its declaration articles of trustincorporation, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary is subject (collectively, “"Agreements and Instruments”") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its Subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary is subject (collectively, “the "Agreements and Instruments”") except for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (Cincluding the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, give rise to any right of termination under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, any of the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance by the Company and each of this Agreement the Guarantors of each of the Transaction Documents to which each is a party, the issuance and sale of the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors with the terms hereof and thereof and the consummation of the transactions contemplated herein and in by the Prospectus (including the issuance and sale of the Securities Transaction Documents and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder General Disclosure Package have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary or of any Laws subsidiary or, except for such violations that as would not have result in a Material Adverse Effect, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) organizational documents or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property assets, properties or assets operations of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”"), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Underwriting Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company and the Operating Partnership with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries pursuant to, the any Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect)Instruments, nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, each Delayed Delivery Contract, if any, each applicable Indenture, Security Document, Warrant Agreement and Deposit Agreement, the Offered Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated in the Prospectus and the consummation of the transactions contemplated herein and in the Prospectus therein (including the issuance and sale of the Offered Securities and the use of the proceeds from the sale of the Securities therefrom as described in the Prospectus under the caption “"Use of Proceeds”" and the issuance of any Underlying Securities) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. None Except as disclosed in the Time of Sale Prospectus and the CompanyProspectus, neither the Operating Partnership or Company nor any Subsidiary of its subsidiaries is (Ai) in violation of its declaration Articles of trustIncorporation, partnership agreementRegulations of the Board of Directors, charterShare Handling Regulations or similar organizational document, by-laws (ii) in violation of any law, statute, rule, regulation, judgment, order, writ or other governing instrument (“Governing Instruments”) decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets, properties or operations or (Biii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”) except, in the case of clause (i) above as applied to the Company’s subsidiaries, other than the Subsidiaries, or clause (ii) or (Ciii) in violation of any applicable lawabove as applied to the Company or its subsidiaries, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not not, singly or in the aggregate, result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement Agreement, the Indenture, the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Time of Sale Prospectus and the Prospectus and the consummation of the transactions contemplated herein herein, therein and in the Time of Sale Prospectus and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments Articles of Incorporation, Regulations of the CompanyBoard of Directors, Share Handling Regulations or similar organizational document of the Operating Partnership Company or any Subsidiary of its Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its Subsidiaries.

Absence of Defaults and Conflicts. None Neither the Company nor any of its Material Subsidiaries is, or with the Companygiving of notice or lapse of time or both would be, the Operating Partnership or any Subsidiary is (A) in violation of or in default under, its declaration certificate or articles of trust, partnership agreement, charterincorporation, by-laws laws, certificate or articles of formation, limited liability company operating agreement or other governing instrument (“Governing Instruments”) comparable constituent documents, as the case may be, or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease agreement or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its Material Subsidiaries is a party or by which it or any of them may be or any of their respective properties is bound, except for violations and defaults which individually or in the aggregate are not material to the Company and its subsidiaries, taken as a whole, or to the holders of the Securities; the issue and sale of the Securities and the performance by the Company of all of its obligations under the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its Material Subsidiaries is a party or by which the Company or any of its Material Subsidiaries is bound or to which any of the property or assets of the Company, the Operating Partnership or any Subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary Company or any of their assets, properties or operations (“Laws”)its Material Subsidiaries is subject, except for such violations conflicts, breaches or defaults of any Agreements and Instruments that, singly or Laws that in the aggregate, would not result in reasonably be expected to have a Material Adverse Effect. The executionmaterial adverse effect on the Company and its subsidiaries, delivery and performance of this Agreement and the consummation of taken as a whole, or on the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect)hereby, nor will any such action result in any violation of the provisions of (A) the Governing Instruments certificate or articles of incorporation or by-laws of the Company or (B) any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, the Operating Partnership its Material Subsidiaries or any Subsidiary of their respective properties, except, in the case of (B) above, for violations that, singly or of any Laws except for such violations that in the aggregate, would not reasonably be expected to have a Material Adverse Effect. As used hereinmaterial adverse effect on the Company and its subsidiaries taken as a whole, a “Repayment Event” means or on the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any event such court or condition which gives governmental agency or body is required for the holder issue and sale of any note, debenture the Securities 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 material portion of such indebtedness consummation by the CompanyCompany of the transactions contemplated by this Agreement, the Operating Partnership Indenture or any Subsidiarythe Securities, except such consents, approvals, authorizations, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and 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. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) Registration Statement and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of (A) the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary subsidiary or (B) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or (C) any of their assets, properties or operations (except in the case of (B) and (C) for such violations that as would not have result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary --------------------------------- its Subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary is subject (collectively, “"Agreements and Instruments”") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the U.S. Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, the U.S. Purchase Agreement and in the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus Prospectuses under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement and the Operating Partnership with their respective obligations hereunder U.S. Purchase Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such violations, conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary or any applicable law, statute binding upon, or, rule, regulation, judgment, order, writ or decree of any Laws government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations, except for such violations that defaults, which would not have reasonably be expected to result in a Material Adverse Effect. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiary.

Absence of Defaults and Conflicts. None of Neither the Company, Company nor the Operating Partnership or any Subsidiary is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws or other governing instrument (“Governing Instruments”) organizational documents or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, Company or the Operating Partnership or any Subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, Company or the Operating Partnership or any Subsidiary is subject (collectively, “"Agreements and Instruments”") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary action and thereunder do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, Company or the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (Instruments, except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), or (B) conflict with or constitute a breach of, or default under, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which Ares is a party or by which Ares may be bound, or to which any of the property or assets of Ares Management LLC ("Ares") is subject, or the limited partner agreement or other governing documents of any fund managed by, advised by or affiliated with Ares, except for such conflicts, breaches or defaults that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the Governing Instruments charter, by-laws or other organizational documents of the Company, Company or the Operating Partnership Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or the Subsidiary or any of any Laws except for such violations that would not have a Material Adverse Effecttheir assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, Company or the Operating Partnership or any Subsidiary.

Absence of Defaults and Conflicts. None of the Company, the Operating Partnership or any Subsidiary The Company is (A) not in violation of its declaration Articles of trustIncorporation, partnership agreementas amended (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries is in violation of its charter, by-laws bylaws or other governing instrument (“Governing Instruments”) or (B) organizational documents and neither the Company nor any of its Subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary is subject (collectively, “Agreements and Instruments”) except for such violations or defaults that could not, singly or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (Cincluding the issuance, offer and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that could not, singly or in the aggregate, result in a Material Adverse Effect; nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the charter, bylaws or other organizational document of any Subsidiary; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have could not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”"), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of the Transaction Documents by the Company, the Debentures and the Indentures by the Company or the applicable Investment Subsidiary, as the case may be, and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Offered Securities and the use of the proceeds from the sale of the Offered Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Company with its obligations hereunder and thereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (Cas defined below) under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary of the Company pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, events, liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness of the Company or any of its subsidiaries (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Prospectus Registration Statement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder and thereunder, have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”"), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Underwriting Agreement, the applicable Terms Agreement and the Indenture, and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company and the Operating Partnership with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any assets, property or assets operations of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries pursuant to, the any Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws Organizational Documents or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indentureexcept (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, mortgageindividually or in the aggregate, deed reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of trust, loan or credit agreement, note, lease or other agreement or instrument to which this Agreement and the Companyconsummation of the transactions contemplated herein and in the Registration Statement, the Operating Partnership General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement do not and will not, whether with or any Subsidiary is without the giving of notice or passage of time or both, conflict with or constitute a party or by which it or any of them may be boundbreach of, or to which default or Repayment Event under, or result in the creation or imposition of any of the Lien upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary is subject of its subsidiaries pursuant to, any Company Documents, except (collectivelysolely in the case of Company Documents other than Subject Instruments) for such conflicts, “Agreements and Instruments”breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (Cii) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or any of their respective assets, properties or operations (“Laws”)operations, except in the case of clause (ii) only, for any such violations or defaults of any Agreements and Instruments or Laws violation that would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with Effect or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives material adverse effect on 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 material portion of such indebtedness transactions contemplated by the Company, the Operating Partnership or any Subsidiarythis Agreement.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its Subsidiaries is in (Ai) in violation of its declaration of trustorganizational documents, partnership agreement, charter, by-laws or other governing instrument (“Governing Instruments”) or (Bii) in default (whether with or without the giving of notice or passage of time or both) in the performance or observance of any obligation, agreement, covenant or condition contained in any contractlease, indenture, mortgage, deed of trust, loan or credit agreement, noteoperating agreement, lease property management agreement, franchise agreement or other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary it is a party or by which it or any of them its properties may be bound, except in the case of clause (ii) to the extent that such default would not, individually or in the aggregate, reasonably be expected to which any of the property or assets of the Company, the Operating Partnership or any Subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities to be sold by the Company and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized all of the provisions of this Agreement and all other transactions herein contemplated by all necessary action and the Company or the Operating Partnership do not and will not: (A) conflict with, whether with or without the giving of notice or passage of time or both, conflict with or constitute a result in any breach of, or constitute a default or Repayment Event under nor constitute any event which (as defined below) underwith notice, lapse of time, or both) would constitute a breach of or default under (i) any provisions of the charter or bylaws or other organizational documents of the Company or any Subsidiary, (ii) any provision of any license, lease, indenture, mortgage, deed of trust, loan, credit, operating agreement, property management agreement or other agreement or instrument to which any of them is a party or by which any of them or their respective properties or assets may be bound or affected, (iii) any law or regulation binding upon or applicable to the Company or any Subsidiary or any of their respective properties or assets or (iv) any decree, judgment or order applicable to the Company or any Subsidiary; or (B) result in the creation or imposition of any lien, charge charge, claim or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary pursuant toSubsidiary, the Agreements except in each case described in clauses (A)(ii) through (iv) and Instruments or Laws (except B) of this sentence for such conflicts, breaches, defaults and violations as would not, individually or Repayment Events or liensin the aggregate, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result and in any violation the case described in clause (B) of this sentence for liens, charges, claims and encumbrances in connection with certain indebtedness described in the provisions of the Governing Instruments of the Companyfinancial statements referred to in Section 1, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness paragraph (or any person acting on such holder’s behalfa)(vi) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any Subsidiaryhereto.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its significant subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws or other governing instrument (“Governing Instruments”A) Organizational Documents or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indenture, mortgage, deed except (solely in the case of trust, loan or credit agreement, note, lease or Company Documents other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary is a party or by which it or any of them may be bound, or to which any than Organizational Documents of the property Company or assets of the Company, the Operating Partnership or any Subsidiary is subject (collectively, “Agreements and Instruments”its significant subsidiaries) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect and would not materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary action and under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, Termination Event or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary of its significant subsidiaries pursuant to, any Company Documents, except (solely in the Agreements and Instruments or Laws (except case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances Liens that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect)Effect and would not materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement, nor will such action result in any violation of (i) the provisions of the Governing Instruments Organizational Documents of the Company, the Operating Partnership Company or any Subsidiary of its significant subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its significant subsidiaries or any of their respective assets, properties or operations, except (solely in the case of clause (ii)) for such violations that as would not have reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives Effect and would not materially adversely affect the holder ability of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right Company to require consummate the repurchase, redemption or repayment of all or a material portion of such indebtedness transactions contemplated by the Company, the Operating Partnership or any Subsidiarythis Agreement.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws organizational documents or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary trust action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments organizational documents of the Company, the Operating Partnership Company or any Subsidiary subsidiary or, except as would not, singly or of any Laws except for such violations that would not in the aggregate, have a Material Adverse Effect, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None (a) Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its Subsidiaries is (Ai) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (Bii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or and defaults in the case of any Agreements and Instruments or Laws that this clause (a)(ii) as would not result in have a Material Adverse Effect. The ; (b)(i) and the execution, delivery and performance of this Agreement or of any Terms Agreement and the consummation of the transactions contemplated herein or in any Terms Agreement and in the Prospectus Registration Statement (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary pursuant to, the Agreements and Instruments or Laws Instruments, (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), ii) nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the CompanyCompany or any Subsidiary, (iii) nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Operating Partnership Company or any Subsidiary or any of any Laws their assets, properties or operations, except for such conflicts, breaches, violations that and defaults in the case of clauses (b) (i) and (iii) as would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws constituting or other governing instrument (“Governing Instruments”) operative document or (B) agreement or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party party, or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; the issue and sale of the Shares, the execution, delivery and performance of this Agreement Agreement, the U.S. Underwriting Agreement, the Shares and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby, thereby or in the Prospectus and the consummation of the transactions contemplated herein herein, therein and in the Prospectus (including the issuance and sale of the Securities Shares by the Company hereunder and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and U.S. Underwriting Agreement), the compliance by the Company and the Operating Partnership with their respective its obligations hereunder and under the U.S. Underwriting Agreement have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments constituting or operative document or agreement of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets or properties. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any material note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the to repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A1) in violation of its declaration of trust, partnership agreement, charter, by-laws bylaws or other governing instrument organizational document, (“Governing Instruments”) or (B2) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary it is a party or by which it or any of them may be bound, bound or to which any of the property or its assets of the Company, the Operating Partnership or any Subsidiary is subject (collectively, “Agreements and Instruments”) ), except for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect, or (C3) except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, in violation of any applicable U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, statuteor any judgment, decree, rule, regulation, judgment, order, writ order or decree injunction of any governmentU.S. or non-U.S. federal, government instrumentality state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, domestic arbitrator or foreign, having jurisdiction over self-regulatory organization applicable to the Company, the Operating Partnership Company or any its Bank Subsidiary or any of their assetsrespective properties, properties assets or operations (each, a “LawsGovernmental Entity”), except for any such violations default or defaults of any Agreements and Instruments or Laws violation that would not result not, individually or in the aggregate, have a Material Adverse Effect. The execution, delivery and performance of this Agreement the Operative Documents and the Securities by the Company, the issuance, sale and delivery of the Securities, the consummation of the transactions contemplated herein by the Operative Documents and the Securities and in the Registration Statement, the Prospectus and the Disclosure Package (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) Securities), and compliance by the Company with the terms of the Operative Documents and the Operating Partnership with their respective obligations hereunder Securities have been duly authorized by all necessary corporate action on the part of the Company, and do not and will not, whether with or without the giving of notice or passage of time or both, (1) violate, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any any, security interest, mortgage, pledge, lien, charge charge, encumbrance, claim or encumbrance equitable right upon any property or assets of the Company, the Operating Partnership Company or any its Bank Subsidiary pursuant to, any of the Agreements and Instruments or Laws Instruments, (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action 2) result in any violation of the provisions any provision of the Governing Instruments charter, bylaws or other organizational document of the Company, the Operating Partnership Company or any its Bank Subsidiary or (3) result in any violation by the Company or its Bank Subsidiary of any Laws applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except for such violations that in the case of clauses (1) and (3), as would not have not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives 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 material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries or any of their respective properties.

Absence of Defaults and Conflicts. None Neither of the Company, the Operating Partnership or Carvana Parties nor any Subsidiary of their respective subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws Organizational Documents or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indentureexcept (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, mortgageindividually or in the aggregate, deed reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of trustthis Agreement and the consummation of the transactions contemplated herein, loan or credit agreementincluding the Transactions, note, lease or other agreement or instrument to which and in the CompanyRegistration Statement, the Operating Partnership General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Carvana Parties with their obligations under this Agreement do not and will not, whether with or any Subsidiary is without the giving of notice or passage of time or both, conflict with or constitute a party or by which it or any of them may be boundbreach of, or to which default, Termination Event or Repayment Event under, or result in the creation or imposition of any of the Lien upon any property or assets of the Company, the Operating Partnership Carvana Parties or any Subsidiary is subject of their respective subsidiaries pursuant to, any Company Documents, except (collectivelysolely in the case of Company Documents other than Subject Instruments) for such conflicts, “Agreements and Instruments”breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of either Carvana Party or any of their respective subsidiaries or (Cii) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary Carvana Parties or any of their respective subsidiaries or any of their respective assets, properties or operations operations, except, in the case of clause (“Laws”)ii) only, except for such violations as would not, individually or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will notaggregate, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not reasonably be expected to have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any Subsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) equivalent documents or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of (i) the Governing Instruments charter or by-laws or other equivalent documents of the Company, the Operating Partnership Company or any Subsidiary subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations (except for such violations that in the case of this clause (ii) as would not have result in a Material Adverse Effect). As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is in (Ai) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) laws, or (Bii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under(other than certain payments described in the Prospectus under “Use of Proceeds”), or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws constituting or other governing instrument (“Governing Instruments”) operative document or (B) agreement or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party party, or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; the issue and sale of the Shares, the execution, delivery and performance of this Agreement Agreement, the International Underwriting Agreement, the Shares and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby, thereby or in the Prospectus and the consummation of the transactions contemplated herein herein, therein and in the Prospectus (including the issuance and sale of the Securities Shares by the Company hereunder and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and International Underwriting Agreement), the compliance by the Company and the Operating Partnership with their respective its obligations hereunder and under the International Underwriting Agreement have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments constituting or operative document or agreement of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets or properties. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any material note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the to repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A1) in violation of its declaration of trust, partnership agreement, charter, by-laws bylaws or other governing instrument organizational document, (“Governing Instruments”) or (B2) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary it is a party or by which it or any of them may be bound, bound or to which any of the property or its assets of the Company, the Operating Partnership or any Subsidiary is subject (collectively, “Agreements and Instruments”) ), except for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect, or (C3) except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, in violation of any applicable U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, statuteor any judgment, decree, rule, regulation, judgment, order, writ order or decree injunction of any governmentU.S. or non-U.S. federal, government instrumentality state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, domestic arbitrator or foreign, having jurisdiction over self-regulatory organization applicable to the Company, the Operating Partnership Company or any its Bank Subsidiary or any of their assetsrespective properties, properties assets or operations (each, a “LawsGovernmental Entity”), except for any such violations default or defaults of any Agreements and Instruments or Laws violation that would not result not, individually or in the aggregate, have a Material Adverse Effect. The execution, delivery and performance of this Agreement the Operative Documents and the Securities by the Company, the issuance, sale and delivery of the Securities, the consummation of the transactions contemplated herein by the Operative Documents and in the Prospectus Securities (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) Securities), and compliance by the Company with the terms of the Operative Documents and the Operating Partnership with their respective obligations hereunder Securities have been duly authorized by all necessary corporate action on the part of the Company, and do not and will not, whether with or without the giving of notice or passage of time or both, (1) violate, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any any, security interest, mortgage, pledge, lien, charge charge, encumbrance, claim or encumbrance equitable right upon any property or assets of the Company, the Operating Partnership Company or any its Bank Subsidiary pursuant to, any of the Agreements and Instruments or Laws Instruments, (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action 2) result in any violation of the provisions any provision of the Governing Instruments charter, bylaws or other organizational document of the Company, the Operating Partnership Company or any its Bank Subsidiary or (3) result in any violation by the Company or its Bank Subsidiary of any Laws applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except for such violations that in the case of clauses (1) and (3), as would not have not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives 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 material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries or any of their respective properties.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (Ai) in violation of its declaration of trust, partnership agreement, charter, by-laws bylaws or other governing instrument organizational document, (“Governing Instruments”) or (Bii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary it is a party or by which it or any of them may be bound, bound or to which any of the property or its assets of the Company, the Operating Partnership or any Subsidiary is subject (collectively, “Agreements and Instruments”) ), except for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect, or (Ciii) except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, in violation of any applicable U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, statuteor any judgment, decree, rule, regulation, judgment, order, writ order or decree injunction of any governmentU.S. or non-U.S. federal, government instrumentality state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, domestic arbitrator or foreign, having jurisdiction over self-regulatory organization applicable to the Company, the Operating Partnership Company or any Subsidiary of its Bank Subsidiaries or any of their assetsrespective properties, properties assets or operations (each, a “LawsGovernmental Entity”), except for any such violations default or defaults of any Agreements and Instruments or Laws violation that would not result not, individually or in the aggregate, have a Material Adverse Effect. The execution, delivery and performance of this Agreement the Operative Documents and the Securities by the Company, the issuance, sale and delivery of the Securities, the consummation of the transactions contemplated herein and in by the Prospectus (including the issuance and sale of the Securities Operative Documents and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) Securities, and compliance by the Company with the terms of the Operative Documents and the Operating Partnership with their respective obligations hereunder Securities have been duly authorized by all necessary corporate action on the part of the Company, and do not and will not, whether with or without the giving of notice or passage of time or both, (i) violate, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any any, security interest, mortgage, pledge, lien, charge charge, encumbrance, claim or encumbrance equitable right upon any property or assets of the Company, the Operating Partnership Company or any Bank Subsidiary pursuant to, any of the Agreements and Instruments or Laws Instruments, (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action ii) result in any violation of the provisions any provision of the Governing Instruments charter, bylaws or other organizational document of the Company, the Operating Partnership Company or any Bank Subsidiary or (iii) result in any violation by the Company or any Bank Subsidiary of any Laws except for such violations that would not have a Material Adverse Effectapplicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives 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 material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries or any of their respective properties.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations where such violations that violation, in the case of the application of the proceeds of the sale of the Securities, would not have a Material Adverse Effect. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) Registration Statement and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary or of any Laws subsidiary or, except for such violations that as would not have result in a Material Adverse Effect, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither of the Company, the Operating Partnership or Transaction Entities nor any Subsidiary of their respective subsidiaries is (Ai) in violation of its declaration of trust, partnership agreement, charter, by-laws or other governing instrument (“Governing Instruments”) Organizational Documents or (Bii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indentureexcept for such defaults that would not, mortgageindividually or in the aggregate, deed reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Companythis Agreement, the Operating Partnership Indenture, and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by each of the Transaction Entities with its obligations under this Agreement, the Indenture, and the Securities do not and will not, whether with or any Subsidiary is without the giving of notice or passage of time or both, conflict with or constitute a party or by which it or any of them may be boundbreach of, or to which default, Termination Event or Repayment Event under, or result in the creation or imposition of any of the Lien upon any property or assets of either of the Company, the Operating Partnership Transaction Entities or any Subsidiary is subject of their respective subsidiaries pursuant to, any Company Documents, except for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of (collectively, “Agreements and Instruments”i) the provisions of the Organizational Documents of either of the Transaction Entities or any of their respective subsidiaries or (Cii) except as would not reasonably be expected to result in violation of a Material Adverse Effect, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over either of the Company, the Operating Partnership or any Subsidiary Transaction Entities or any of their respective subsidiaries or any of their respective assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any Subsidiaryoperations.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of (a) the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary subsidiary or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations (except, in the case of clause (b), for such violations that would not have result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its Subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) constituting or (B) organizational document or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries is a party or by which it the Company or any of them its Subsidiaries may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries is subject (collectively, “"Agreements and Instruments”") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not reasonably be expected to result in a Material Adverse Effect. The execution, ; and the execution and delivery and performance by the Company of this Agreement and Agreement, the consummation by the Company of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities by this Agreement, and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action terms hereof and thereof do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect), nor will such action or result in any a violation of the provisions of the Governing Instruments Certificate of Incorporation or By-Laws, as amended, or other constituting or organizational document of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries, or any applicable law, statute, rule, regulation, judgment, order, write or decree of any Laws except government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets, properties or operations, except, in each case, for such conflicts, breaches, violations that or defaults, that, singly or in the aggregate, would not have reasonably be expected to result in a Material Adverse Effect. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment prior to the stated maturity or date of mandatory redemption or repayment thereof of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its Subsidiaries.

Absence of Defaults and Conflicts. None of Neither the Company, the Operating Partnership or Company nor any Subsidiary is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary is subject (collectively, “"Agreements and Instruments”") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein herein, therein and in the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”" and the issuance of the shares of Common Stock issuable upon conversion of the Securities) and compliance by the Company with its obligations hereunder and under the Indenture and the Operating Partnership with their respective obligations hereunder Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary or any applicable material law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, constating documents or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease lease, license or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result individually or in the aggregate in a Material Adverse Effect; and the execution, delivery and performance of this Underwriting Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement (Cincluding the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the U.S. Prospectus and the Canadian Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries or pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result individually or in the aggregate in a Material Adverse Effect), nor will such action result in any violation of the provisions of the constating documents or by-laws of the Company or any subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any Subsidiary subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that which violation would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof the subsidiaries.

Absence of Defaults and Conflicts. None of the Company, the Operating Partnership or any Subsidiary The Company is not (Ai) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (Bii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary Company is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership or any Subsidiary Company is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”Securities) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action by the Company and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary Company pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the CompanyCompany or, the Operating Partnership or any Subsidiary or of any Laws except for such violations that as would not have reasonably be expected to result in a Material Adverse Effect, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any Subsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breachesbreaches or defaults, defaults or Repayment Events Events, or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations except for such violations that would not have not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its Material Subsidiaries is (A) in violation of its declaration Organizational Documents. Neither the Company nor any of trust, partnership agreement, charter, by-laws or other governing instrument (“Governing Instruments”) or (B) its subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership or any Subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”)Company Agreement, except for such violations or defaults of any Agreements and Instruments or Laws that would not not, individually or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Documents and the consummation of the transactions contemplated herein therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and with its obligations under the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and Transaction Documents do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, Termination Event or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries pursuant toto any Company Agreements, and will not result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, including any insurance regulatory agency or body, domestic or foreign, having jurisdiction over the Agreements and Instruments Company or Laws (any of its subsidiaries or any of their respective assets, properties or operations, except for such conflicts, breaches, defaults defaults, Termination Events, Repayment Events, Liens or Repayment Events or liens, charges or encumbrances violations that would not not, individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments Organizational Documents of the Company, the Operating Partnership Company or any Subsidiary or of any Laws except for such violations that would not have a its Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any SubsidiarySubsidiaries.

Absence of Defaults and Conflicts. None Neither the Corporation nor any of the Company, the Operating Partnership or any Subsidiary Subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws articles or other governing constating instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease lease, license or other agreement or instrument to which the Company, the Operating Partnership Corporation or any Subsidiary of the Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Corporation or any Subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for where such violations default, breach or defaults of any Agreements and Instruments or Laws that conflict would not result in reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation each of the transactions contemplated herein and in the Prospectus Transaction Documents (including the issuance authorization, issuance, sale and sale delivery of the Common Shares and Warrants comprising the Units and any Additional Securities and the use of the proceeds from the sale of the Securities such securities as described in the Final Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership Corporation with their respective its obligations hereunder hereunder, have been or will be duly authorized by all necessary action corporate action, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Corporation or any Subsidiary pursuant to, to the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect)Instruments, nor will such action result in any violation a conflict with the articles or by-laws of the provisions of the Governing Instruments of the Company, the Operating Partnership Corporation or any Subsidiary or any existing applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws government, government instrumentality or court, domestic or foreign, having jurisdiction over the Corporation or any Subsidiary or any of their assets, properties or operations except for such violations or conflicts that would not not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Corporation or any Subsidiary.

Absence of Defaults and Conflicts. None of the Company, the Operating Partnership or any Subsidiary The Company is (A) not in violation of its declaration Certificate of trustIncorporation, partnership agreementas amended (the “Charter”), or Bylaws, as amended (the “Bylaws”); none of the Subsidiaries is in violation of its charter, by-laws bylaws or other governing instrument organizational documents and neither the Company nor any of its Subsidiaries is (“Governing Instruments”) or (BA) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary is subject (collectively, “Agreements and Instruments”) ), or (CB) in violation of any applicable law, statute, rule, regulation, law or statute or any judgment, order, writ rule or decree regulation of any governmentcourt or arbitrator or governmental or regulatory authority, government instrumentality or courtexcept, domestic or foreign, having jurisdiction over in the Company, the Operating Partnership or any Subsidiary or any case of their assets, properties or operations clauses (“Laws”A) and (B), except for such violations or defaults of any Agreements and Instruments or Laws that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated herein and in the Prospectus Registration Statement by the Company (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events defaults, or liens, charges or encumbrances that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), ; nor will such action result in any violation of the provisions of the Governing Instruments Charter or Bylaws of the CompanyCompany or the charter, bylaws or other organizational document of any Subsidiary; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Operating Partnership Company or any Subsidiary or any of any Laws their assets, properties or operations (except for such violations that would not have not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) constituent or (B) organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement each of the Principal Agreements and the consummation of the transactions contemplated herein and in each of the Prospectus Principal Agreements, the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and with its obligations under each of the Operating Partnership with their respective obligations hereunder Principal Agreements have been duly authorized by all necessary corporate action and received all necessary approvals from any governmental or regulatory body and the necessary sanction or consent of its shareholders and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws or other constituent or organizational documents or business license or other organizational document of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. None of the Company, the Operating Partnership or any Subsidiary The Company is not (A) in violation of its declaration of trust, partnership agreement, charter, by-laws or other governing instrument (“Governing Instruments”) or similar organizational documents, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary Company is a party or by which it or any of them may be bound, bound or to which any of the property properties or assets of the Company, the Operating Partnership or any Subsidiary Company is subject (collectively, “Agreements and Instruments”) ), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any governmentarbitrator, government instrumentality or court, domestic governmental body, regulatory body, administrative agency or foreignother authority, body or agency having jurisdiction over the Company, the Operating Partnership or any Subsidiary THL Entities or any of their assetsrespective properties, properties assets or operations (each, a “LawsGovernmental Entity”), except for such violations or defaults of any Agreements and Instruments or Laws that would not not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement the Company Agreements and the consummation of the transactions contemplated herein therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the IPO Securities and the use of the proceeds from the sale of the IPO Securities as described in the Prospectus therein under the caption “Use of Proceeds”,” and the issuance and sale of shares of Common Stock to BDC Holdings in connection with the Private Placement) and compliance by the Company and with its obligations under the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and Company Agreements do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company, the Operating Partnership or any Subsidiary Company pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter, by-laws or similar organizational documents of the Company, the Operating Partnership Company or any Subsidiary applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse EffectGovernmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any Subsidiary.

Absence of Defaults and Conflicts. None The issue and sale of the CompanySecurities and the Exchange Securities and compliance by the Company and the Guarantor with all of the provisions of the Securities, the Operating Partnership or any Subsidiary is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the CompanyExchange Securities, the Operating Partnership or any Subsidiary is a party or by which it or any of them may be boundIndenture, or to which any of this Agreement and the property or assets of the Company, the Operating Partnership or any Subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Registration Rights Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and therein do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, any obligation, agreement, covenant or result condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the creation Company, the Guarantor or imposition any of their respective subsidiaries is a party or by which it or any lienof them may be bound, charge or encumbrance upon to which any property of the assets, properties or assets operations of the Company, the Operating Partnership Guarantor or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect)of their respective subsidiaries is subject, nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Guarantor or any Subsidiary of their respective subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Guarantor or any of their respective subsidiaries or any of their assets, properties or operations, except, in any such case, for such conflicts, breaches or violations that as would not have individually or in the aggregate result in a Material Adverse Effect. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Guarantor or any Subsidiaryof their respective subsidiaries.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws Organizational Documents or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indentureexcept (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, mortgageindividually or in the aggregate, deed reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of trust, loan or credit agreement, note, lease or other agreement or instrument to which this Agreement and the Companyconsummation of the transactions contemplated herein and in the Registration Statement, the Operating Partnership General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement do not and will not, whether with or any Subsidiary is without the giving of notice or passage of time or both, conflict with or constitute a party or by which it or any of them may be boundbreach of, or to which default, Termination Event or Repayment Event under, or result in the creation or imposition of any of the Lien upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary is subject of its subsidiaries pursuant to, any Company Documents, except (collectivelysolely in the case of Company Documents other than Subject Instruments) for such conflicts, “Agreements and Instruments”breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, nor will such action result in (i) any violation of the provisions of the Organizational Documents of the Company or any of its subsidiaries or (Cii) in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or any of their respective assets, properties or operations (“Laws”)operations, except for such violations as would not, individually or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will notaggregate, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not reasonably be expected to have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any Subsidiary.

Absence of Defaults and Conflicts. None of the Company, the Operating Partnership or Neither LATA nor any Subsidiary thereof is (A) in violation of its declaration of trustOrganizational Documents, partnership agreement, charter, by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership LATA or any Subsidiary thereof is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership LATA or any Subsidiary thereof is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a an LATA Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the other the Transaction Agreements to which LATA or LATA Holdings is or will be a party and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) therein and compliance by the Company LATA and the Operating Partnership LATA Holdings with their respective obligations hereunder and thereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company, the Operating Partnership LATA or any Subsidiary thereof pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances Liens that would not result in a an LATA Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments Organizational Documents of the Company, the Operating Partnership LATA or any Subsidiary thereof or any applicable Law, or Order of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (Government Authority having jurisdiction over LATA or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Subsidiary thereof or any Subsidiaryof their assets, properties or operations.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein in this Agreement and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) Registration Statement and compliance by the Company and the Operating Partnership with their respective its obligations hereunder under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations, nor will such violations that would not have a Material Adverse Effectaction cause the Rights to become exercisable or cause the Underwriter to become an Acquiring Person (as defined in the Rights Agreement). As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (Ai) in violation of its declaration of trust, partnership agreement, charter, by-laws bylaws or other governing instrument organizational document, (“Governing Instruments”) or (Bii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary it is a party or by which it or any of them may be bound, bound or to which any of the property or its assets of the Company, the Operating Partnership or any Subsidiary is subject (collectively, “Agreements and Instruments”) or (Ciii) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree (including, without limitation, the Equal Opportunity Credit Act (“the EOCA”), the Fair Housing Act (“the FHA”), the Community Reinvestment Act (“the CRA”), the Home Mortgage Disclosure Act (“HMDA”), the GLBA, the BHCA, the Bank Secrecy Act (the “BSA”), the Federal Reserve Act (the “FRA”) and the USA Patriot Act (the “Patriot Act”, and together with the EOCA, the FHA, the CRA, the HMDA, the GLBA, the BHCA, the BSA, the FRA and the regulations promulgated under any of the foregoing, the “Banking Regulations”)) of any state or federal government, government governmental authority, agency or instrumentality or court, domestic or foreignforeign (including, having jurisdiction over the Companywithout limitation, the Operating Partnership or Federal Reserve Board (the “FRB”), the Office of the Comptroller of the Currency (the “OCC”), the Department of Treasury (the “Treasury”), the FDIC and any Subsidiary or any of their assetsother Regulatory Agency (collectively, properties or operations (the “LawsBanking Regulators”)), except for any such violations default or defaults of any Agreements and Instruments or Laws violation that would not result not, individually or in the aggregate, have a Material Adverse Effect. The execution, delivery and performance of this Agreement the Operative Documents and the Securities by the Company, the issuance, sale and delivery of the Securities, the consummation of the transactions contemplated herein and in by the Prospectus (including the issuance and sale of the Securities Operative Documents and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) Securities, and compliance by the Company with the terms of the Operative Documents and the Operating Partnership with their respective obligations hereunder Securities have been duly authorized by all necessary corporate action on the part of the Company, and do not and will not, whether with or without the giving of notice or passage of time or both, (i) violate, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any any, security interest, mortgage, pledge, lien, charge charge, encumbrance, claim or encumbrance equitable right upon any property or assets of the Company, Company or the Operating Partnership or any Subsidiary pursuant to, any of the Agreements and Instruments or Laws (except for such conflictsincluding, breacheswithout limitation, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effectthe Revolving Credit Agreement), nor will such action (ii) result in any violation of the provisions any provision of the Governing Instruments charter, bylaws or other organizational document of the CompanyCompany or the Subsidiary or (iii) result in any violation by the Company or the Subsidiary of any applicable law, statute, rule, regulation, judgment, order, writ or decree (including, without limitation, the Operating Partnership or any Subsidiary or Banking Regulations) of any Laws except for such violations that would not have a Material Adverse Effectstate or federal government, governmental authority, agency or instrumentality or court, domestic or foreign (including, without limitation, the Banking Regulators). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, Company or the Operating Partnership or any Subsidiary.

Absence of Defaults and Conflicts. None of Neither the Company, the Operating Partnership or Company nor any Subsidiary is (Ai) in violation of its declaration of trust, partnership agreement, charter, by-laws or other similar governing instrument (“Governing Instruments”) documents, or (Bii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary it is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary is subject (collectively, “Agreements and Instruments”) or except, with respect to this clause (Cii) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein in this Agreement and in the Prospectus Registration Statement (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries pursuant to, to the Agreements and Instruments or Laws (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter, by-laws or similar governing documents of the Company, the Operating Partnership Company or any Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or any of its assets, properties or operations (except for such violations that would not have result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any SubsidiaryCompany and its Subsidiaries.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (Aa) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (Bb) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in by the Prospectus under the caption “Use of Proceeds”Selling Shareholder) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (A) the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary subsidiary or of any Laws (B) except for any such violations violation that would not have reasonably be expected to result, singly or in the aggregate, in a Material Adverse Effect, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations, including, without limitation, the Higher Education Act of 1965, as amended, and the regulations promulgated thereunder (the “HEA”). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any --------------------------------- of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the U.S. Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, in the U.S. Purchase Agreement and in the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus Prospectuses under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement and the Operating Partnership with their respective obligations hereunder U.S. Purchase Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) (except to the extent described in the Prospectuses under the caption "Description of Certain Indebtedness--Repayments and Refinancings") under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”"), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Underwriting Agreement, the applicable Terms Agreement and the Indenture, and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company and the Operating Partnership with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any assets, property or assets operations of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries pursuant to, the any Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any if its subsidiaries or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”"), except for such defaults that would not result in a Material Adverse Effect, and the execution, delivery and performance of this Agreement, the Registration Rights Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum and the consummation of the transactions contemplated herein and in the Offering Memorandum (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Offering Memorandum under the caption "Use of Proceeds") and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, default or a Repayment Event (Cas defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, the Agreements and Instruments, except for such conflicts, breaches or defaults or liens, charges or encumbrances that, singly or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or any of their assets, properties assets or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effectproperties. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or debenture, other evidence of indebtedness or preferred stock (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness or preferred stock by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (Ai) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (Bii) in violation or default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”), except in the case of (ii), for such violations and defaults that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus, and compliance by the Company with its obligations under this Agreement, do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or result in a breach of any of the terms and provisions of, or constitute a default or Repayment Event (as defined below) under, or (C) result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any Subsidiary subsidiary or any of their assets, properties or operations (“Laws”)operations, except for in each case (other than with respect to such violations or defaults of any Agreements charter and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets by-laws of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except ) for such conflicts, breachesviolations, breaches or defaults which would not, singly or Repayment Events or liensin the aggregate, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness that is material to the operations or financial results of the Company (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of its Material Subsidiaries is, or with the Companygiving of notice or lapse of time or both would be, the Operating Partnership or any Subsidiary is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance under, its Certificate of Incorporation or observance of By-Laws or any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease agreement or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its Material Subsidiaries is a party or by which it or any of them may be or any of their respective properties is bound, except for violations and defaults which individually or in the aggregate are not material to the Company and its subsidiaries taken as a whole or to the holders of the Securities; the issue and sale of the Securities and the performance by the Company of all of its obligations under the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its Material Subsidiaries is a party or by which the Company or any of its Material Subsidiaries is bound or to which any of the property or assets of the Company, the Operating Partnership or any Subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary Company or any of their assets, properties or operations (“Laws”)its Material Subsidiaries is subject, except for such violations conflicts, breaches or defaults of any Agreements and Instruments that, singly or Laws that in the aggregate, would not result in reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by material adverse effect on the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute its subsidiaries taken as a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect)whole, nor will any such action result in any violation of the provisions of (A) the Governing Instruments Certificate of Incorporation or the By-Laws of the Company or (B) any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, the Operating Partnership its Material Subsidiaries or any Subsidiary of their respective properties, except, in the case of (B) above, for violations that, singly or of any Laws except for such violations that in the aggregate, would not reasonably be expected to have a Material Adverse Effect. As used hereinmaterial adverse effect on the Company and its subsidiaries taken as a whole; and no consent, a “Repayment Event” means approval, authorization, order, registration or qualification of or with any event such court or condition which gives governmental agency or body is required for the holder issue and sale of any note, debenture the Securities 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 material portion of such indebtedness consummation by the CompanyCompany of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, registrations or qualifications as have been obtained under the 1933 Act, the Operating Partnership 1939 Act and as may be required under state securities or any SubsidiaryBlue Sky Laws in connection with the purchase and distribution of the Securities by the Underwriter.

Absence of Defaults and Conflicts. None of the Company, Company or the Operating Partnership or any Subsidiary Subsidiaries is (Ai) in violation of its declaration certificate of trustincorporation or bylaws, partnership agreement(ii) in violation of any statute, charterjudgment, by-laws decree, order, rule or other governing instrument (“Governing Instruments”) regula- tion applicable to it or any of its properties or assets, which violation would, individually or in the aggregate, have a Material Adverse Effect, or (Biii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease lease, license, franchise agreement, permit, certificate or other agreement or instrument to which it is a party or to which it is subject, which default would, individually or in the aggregate, have a Material Adverse Effect; the execution, delivery and performance by the Company of the Purchase Agreements and the consummation by the Company of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof, will not violate, conflict with or constitute or result in a breach of or a default under (or an event that, with notice or lapse of time, or both, would constitute a breach of or a default under) any of (a) the terms or provisions of any indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, or agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary the Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property their respective properties or assets of the Companyare subject, the Operating Partnership which violation, conflict, breach or any Subsidiary is subject (collectivelydefault would, “Agreements and Instruments”) individually or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will notaggregate, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means (b) the certificate of incorporation or bylaws of the Company or any event of the Subsidiaries or condition which gives the holder (c) (assuming compliance with all applicable state securities and "Blue Sky" laws) any statute, judgment, decree, order, rule or regulation of any note, debenture court or governmental agency or other evidence of indebtedness (body applicable to the Company or the Subsidiaries or any person acting on such holder’s behalf) of their respective properties or assets, which violation, conflict, breach or default would, individually or in the right to require the repurchaseaggregate, redemption or repayment of all or have a material portion of such indebtedness by the Company, the Operating Partnership or any SubsidiaryMaterial Adverse Effect.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws or other governing instrument Organizational Documents (“Governing Instruments”as defined below) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document (as defined below), indentureexcept for such defaults that would not, mortgageindividually or in the aggregate, deed result in a Material Adverse Effect. The execution and delivery of, and the performance by the Company of trustits obligations under, loan or credit agreement, note, lease or other agreement or instrument to which the Companythis Senior Notes Purchase Agreement, the Operating Partnership Senior Indenture and the Senior Notes, and the consummation of the transactions contemplated herein and therein, do not and will not, whether with or any Subsidiary is without the giving of notice or passage of time or both, conflict with or constitute a party or by which it or any of them may be boundbreach of, or to which default, Termination Event or Repayment Event (each as defined below) under, or result in the creation or imposition of any of the Lien upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary is subject of its subsidiaries pursuant to, any Company Documents, except for such conflicts, breaches, defaults or Liens that would neither, individually or in the aggregate, result in a Material Adverse Effect nor materially and adversely affect the performance by the Company of its obligations under this Senior Notes Purchase Agreement or the Senior Indenture, nor will such action result in any violation of (collectively, “Agreements and Instruments”i) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (Cii) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or any of their respective assets, properties or operations operations, except, in the case of clause (“Laws”ii), except for such violations or defaults of any Agreements and Instruments or Laws that would not neither, individually or in the aggregate, result in a Material Adverse Effect. The execution, delivery Effect nor materially and adversely affect the performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective of its obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any Subsidiaryunder this Senior Notes Purchase Agreement.

Absence of Defaults and Conflicts. None of Neither the Company, the Operating Partnership or Company nor any Subsidiary is (A) in violation of any provision of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of the Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary is subject (collectively, “the "Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”"), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”Securities) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary pursuant to, (A) any of the Agreements and Instruments Instruments, (B) the provisions of the charter or Laws by-laws of the Company or any Subsidiary or (except C) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations except, in the case of clauses (A) and (C) above only, for such conflicts, breaches, defaults or Repayment Events or defaults, liens, charges charges, encumbrances or encumbrances violations that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “"Repayment Event” " means any event or condition which that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiary.

Absence of Defaults and Conflicts. None Neither the --------------------------------- Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or (Cexcept as disclosed in the Registration Statement) Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any Subsidiary subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any Subsidiary.or

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its Subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary is subject (collectively, “"Agreements and Instruments”") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any under Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein in this Agreement and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) Registration Statement and compliance by the Company and the Operating Partnership with their respective its obligations hereunder under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiary.

Absence of Defaults and Conflicts. None of the Simon Entities or, to the knowledge of the Company, the Operating Partnership any joint ventures or any Subsidiary partnerships in which Simon Entities have an equity interest (“Property Partnerships”) is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws laws, certificate of limited partnership or partnership agreement or other governing instrument (“Governing Instruments”) organizational document, as applicable, or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary each entity is a party or by which it or any of them may be bound, or to which any of the its property or assets of the Company, the Operating Partnership or any Subsidiary is Property may be bound or subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations (other than with respect to the charter, by-laws, partnership agreement, or other organizational document of the Company or any significant subsidiary) or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company and the Operating Partnership in connection with the transactions contemplated hereby or thereby or in the Prospectus and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities therefrom as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder and thereunder have been duly authorized by all necessary action action, and do not and will shall not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property assets, properties or assets operations of the Company, the Operating Partnership or any Subsidiary other Simon Entity or any Property Partnership pursuant to, the any Agreements and Instruments or Laws (Instruments, except for such conflicts, breaches, defaults or defaults, Repayment Events or liensLiens, charges or encumbrances that that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect), nor will shall such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the OP Partnership Agreement or certificate of limited partnership of the Operating Partnership or the organizational documents of any other Simon Entity or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership, any other Simon Entity or any Property Partnership or any of their assets, properties or operations, except for such violations (other than with respect to the charter, by-laws, partnership agreement, or other organizational document of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations significant subsidiary) that would not have reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by any Simon Entity or, to the knowledge of the Company, the Operating Partnership or any SubsidiaryProperty Partnership.

Absence of Defaults and Conflicts. None of Neither the Company, the Operating Partnership or any Subsidiary Company nor its subsidiary is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary its subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary its subsidiary is subject (collectively, “"Agreements and Instruments”") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in reasonably be expected to have a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Securities Securities, the issuance and sale of Class A common stock by the Company to GSK contemporaneous with the Closing and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary its subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or its subsidiary or any Subsidiary applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or its subsidiary or any of their material assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryits subsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its Significant Subsidiaries is (A) in violation of the provisions of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its Significant Subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company, the Operating Partnership or any Subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary Company or any of their assets, properties or operations (“Laws”)its Significant Subsidiaries is subject, except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Company Material Adverse Effect. The ; the execution, delivery and performance of this Agreement the Issuance Documents and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated in the Time of Sale Prospectus, the consummation of the transactions contemplated herein and in the Time of Sale Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or not constitute a breach ofbreach, violation or default or Repayment Event (as defined belowA) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its Significant Subsidiaries or (B) of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties, except for such breaches, violations or defaults under subsections (A) or (B) immediately above that would not result in a Company Material Adverse Effect.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, byCharter or By-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not not, singly or in the aggregate, result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the Deposit Agreement and the consummation of the transactions contemplated herein and therein, and in the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder and under the Deposit Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result result, singly or in the aggregate, in a Material Adverse Effect), ; nor will such action result in any violation of the provisions of the Governing Instruments Charter or By-laws of the Company, the Operating Partnership Company or any Subsidiary or subsidiary; nor will such action result in any violation of any Laws applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations (except for such violations that would not have result, singly or in the aggregate, in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any --------------------------------- of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the International Purchase Agreement and the consummation of the transactions contemplated herein herein, and in the Prospectus Registration Statement (including the issuance and sale of the Securities Securities, Metro-▇▇▇▇▇▇▇-▇▇▇▇▇ Studios Inc.'s and Orion Pictures Corporation's execution of the Amended Credit Facility (as defined in the Registration Statement) and the use of the proceeds from the sale of the Securities as described in the Prospectus Prospectuses under the caption “"Use of Proceeds”") and compliance by the Company and the Operating Partnership Signatory Subsidiaries with their respective obligations hereunder and the International Purchase Agreement have been duly authorized by all necessary corporate and partnership action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breachesbreaches or defaults, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations (except in the case of clause (ii) for such violations that would not have a Material Adverse Effect). As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or defaults, Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary or subsidiary, nor will such action result in any violation of any Laws applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations (except for such violations that would not have materially and adversely affect the Company's obligations hereunder and that would not result in a Material Adverse Effect). As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not not, individually or in the aggregate, result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Underwriting Agreement by the Company and its banking subsidiaries, CNB and The Talbot Bank of Easton, Maryland (the “Banks”) and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership Banks with their respective obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness or obligation of the Company or any of its subsidiaries (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such note, debenture or other evidence of indebtedness or obligation by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its Significant Subsidiaries is (A) in violation of the provisions of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its Significant Subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company, the Operating Partnership or any Subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary Company or any of their assets, properties or operations (“Laws”)its Significant Subsidiaries is subject, except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Company Material Adverse Effect. The ; the execution, delivery and performance of this Agreement the Issuance Documents and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated in the Time of Sale Prospectus, the consummation of the transactions contemplated herein and in the Time of Sale Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or not constitute a breach ofbreach, violation or default or Repayment Event (as defined belowA) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its Significant Subsidiaries or (B) of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties, except for such breaches, violations or defaults under subsections (A) or (B) immediately above that would not result in a Company Material Adverse Effect.

Absence of Defaults and Conflicts. None of The Company has full power and authority to make and consummate the CompanyOffer in accordance with its terms and to execute, the Operating Partnership or any Subsidiary is (A) in violation of deliver and perform its declaration of trust, partnership agreement, charter, by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership or any Subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effectobligations under this Agreement. The (i) execution, delivery and performance by the Company of this Agreement Agreement, (ii) making and consummation of the Offer by the Company (including, but not limited to, the issuance and delivery of Shares thereunder), (iii) after amendment to the Company’s subsidiaries’ senior secured credit agreements, obtaining and use by the Company of funds required in connection with the Offer, (iv) use of the Offer Material and the filing of the Registration Statement, the Prospectus and the Schedule TO, and any amendments or supplements thereto and (v) consummation by the Company of the transactions contemplated herein by this Agreement and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described Offer Material, in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder each case, have been duly authorized by all necessary corporate action and do not and will not, not (y) whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Company, the Operating Partnership Company or any Significant Subsidiary pursuant to, any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Agreements and Instruments Company or Laws any Significant Subsidiary is a party or is bound or to which their property is subject (except for such conflicts, breaches, defaults defaults, or Repayment Events or liens, charges charges, or encumbrances that would not not, individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of ; or (z) violate (a) the provisions of the Governing Instruments charter or by-laws (or other similar document) of the Company, the Operating Partnership Company or any Significant Subsidiary or (b) any law, statute, rule, regulation, judgment, order, writ or decree applicable to the Company or any Significant Subsidiary of any Laws court, regulatory body, administrative agency, governmental body, arbitrator or other authority, domestic or foreign, having jurisdiction over the Company or any Significant Subsidiary or any of their assets, properties or operations, except in the case of clause (b), for such violations that would not have not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Significant Subsidiary.

Absence of Defaults and Conflicts. None Except as disclosed in the General Disclosure Package and the Prospectus, neither MUFG nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (Ai) in violation of its declaration Articles of trustIncorporation, partnership agreementRegulations of the Board of Directors, charterShare Handling Regulations or similar organizational document, by-laws (ii) in violation of any law, statute, rule, regulation, judgment, order, writ or other governing instrument (“Governing Instruments”) decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over MUFG or any subsidiary or any of their assets, properties or operations, including without limitation the Banking Law of Japan, or (Biii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership MUFG or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership MUFG or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”) except, in the case of clause (ii) or (Ciii) in violation of any applicable lawabove, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not not, singly or in the aggregate, result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the International Underwriting Agreement and the Japanese Underwriting Agreement and the consummation of the transactions contemplated herein and therein and in the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by MUFG with its obligations under this Agreement, the Company International Underwriting Agreement and the Operating Partnership with their respective obligations hereunder Japanese Underwriting Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership MUFG or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments Articles of Incorporation, Regulations of the CompanyBoard of Directors, the Operating Partnership Share Handling Regulations or similar organizational document of MUFG or any Subsidiary subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over MUFG or any subsidiary or any of their assets, properties or operations or of any Laws except Agreements and Instruments, except, in the case of any violations of any Agreements and Instruments, for such violations that would not have not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership MUFG or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for any such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein herein, therein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) Registration Statement, and compliance by the Company and the Operating Partnership with their respective its obligations hereunder and under the Indenture have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of (a) the provisions of the Governing Instruments Amended and Restated Certificate of Incorporation or Fourth Amended and Restated By-Laws of the Company, Company or the Operating Partnership or organizational documents of any Subsidiary or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations (except, with respect to clause (b), for such violations that would not have result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None of the Company, the Operating Partnership or any Subsidiary The Company is (A) not in violation of its declaration Articles of trustIncorporation, partnership agreementas amended (the “Charter”), or Bylaws, as amended (the “Bylaws”); none of the Subsidiaries is in violation of its charter, by-laws bylaws or other governing instrument organizational documents and neither the Company nor any of its Subsidiaries is (“Governing Instruments”) or (BA) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary is subject (collectively, “Agreements and Instruments”) ), or (CB) in violation of any applicable law, statute, rule, regulation, law or statute or any judgment, order, writ rule or decree regulation of any governmentcourt or arbitrator or governmental or regulatory authority, government instrumentality or court, domestic or foreign, having jurisdiction over except in the Company, the Operating Partnership or any Subsidiary or any case of their assets, properties or operations clauses (“Laws”A) and (B), except for such violations or defaults of any Agreements and Instruments or Laws that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated herein and in the Prospectus Registration Statement by the Company (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events defaults, or liens, charges or encumbrances that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), ; nor will such action result in any violation of the provisions of the Governing Instruments Charter or Bylaws of the CompanyCompany or the charter, bylaws or other organizational document of any Subsidiary; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Operating Partnership Company or any Subsidiary or any of any Laws their assets, properties or operations (except for such violations that would not have not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws or other governing instrument (“Governing Instruments”) or (B) organizational documents in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would could not be reasonably expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement Agreement, the Indenture and the consummation of Securities and the transactions contemplated herein and in the Prospectus thereby (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and Securities do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would could not be reasonably expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments organizational documents of the Company, the Operating Partnership Company or any Subsidiary subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations, except for such those violations that would could not have be reasonably expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its Subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not singly or in the aggregate result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations (except for such violations that would not have singly or in the aggregate result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its Controlled Entities is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its Controlled Entities is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary Controlled Entity is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not not, individually or in the aggregate, result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement the Transaction Documents and the consummation of the transactions contemplated herein therein and in the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and with its obligations under the Operating Partnership with their respective obligations hereunder Transaction Documents have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary Controlled Entity pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not not, individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary Controlled Entity or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Controlled Entity or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any SubsidiaryControlled Entity.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations, except, in the case of (ii), for such violations that would not have not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”"), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of the Transaction Documents by the Company, the Debentures and the Indentures by the applicable Investment Subsidiary and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus (including the issuance and sale of the Offered Securities and the use of the proceeds from the sale of the Offered Securities as described in the Prospectus under the caption "Use of Proceeds") and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus and compliance by the Company with its obligations hereunder and thereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (Cas defined below) under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary of the Company pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, events, liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness of the Company or any of its subsidiaries (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (A) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) organizational documents or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or constitute a default or a Repayment Event (Cas defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, the Agreements and Instruments, except for such conflicts, breaches or defaults or Repayment Events or liens, charges or encumbrances that, singly or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational documents of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effectoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption redemption, conversion or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. None of the Company, the Operating Partnership or any Subsidiary The Company is (A) not in violation of the Articles or its declaration of trustBylaws, partnership agreementeach as amended or supplemented to date, charter, by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary Company is a party party, including each of the Company Agreements, or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership or any Subsidiary Company is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not not, individually or in the aggregate, result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement Agreement, the Investment Advisory Agreement, the Administration Agreement, referred to in the Registration Statement (as used herein, individually the “Investment Advisory Agreement” and the “Administration Agreement,” respectively and collectively the “Company Agreements”) and the consummation of the transactions contemplated herein in this Agreement, the Company Agreements and in the Prospectus Registration Statement (including the issuance and sale of the Securities Term Preferred Stock and the use of the proceeds from the sale of the Securities Term Preferred Stock as described in the Prospectus and the Disclosure Package under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective its obligations hereunder thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary Company pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not not, individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in (i) any violation of the provisions of the Governing Instruments Articles or Bylaws or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any Subsidiary of its assets, properties or of any Laws operations, except with respect to (ii) only, for such violations that would not have not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any Subsidiary.

Absence of Defaults and Conflicts. None of Neither the Company, the Operating Partnership or Company nor any Subsidiary or Joint Venture is (Ai) in violation of its declaration certificate of trust, partnership agreement, charter, incorporation or by-laws or other governing instrument (“Governing Instruments”) laws, or (Bii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary it is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary or Joint Venture is subject (collectively, “Agreements and Instruments”) or except, in the case of clause (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”ii), except for such violations any defaults which, singularly or defaults of any Agreements and Instruments or Laws that in the aggregate, would not result in a Material Adverse Effect. The Change; and the execution, delivery and performance of this Agreement and Agreement, the consummation of the transactions contemplated herein by this Agreement and in the Time of Sale Prospectus (including the issuance and sale of the Securities Offered Shares and the use of the proceeds from the sale of the Securities Offered Shares as described in therein, and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and with its obligations under this Agreement (except as contemplated by the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and Time of Sale Prospectus) do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property of the properties or assets of the Company, the Operating Partnership Company or any Subsidiary or Joint Venture pursuant to, to the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or defaults, liens, charges or encumbrances that which, singularly or in the aggregate, would not result in a Material Adverse Effect)Change, nor will such action result in any violation of the provisions of the Governing Instruments certificate of incorporation or by-laws of the Company, the Operating Partnership Company or any Subsidiary or Joint Venture or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws except for such violations that would not have a Material Adverse Effectgovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or Joint Venture or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any SubsidiarySubsidiary or Joint Venture.

Absence of Defaults and Conflicts. None Neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries is (Aa) in violation of its declaration of trust, partnership agreement, charter, charter or by-laws or other governing instrument (“Governing Instruments”) or (Bb) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement Agreement, the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Prospectus and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and, if issued, the Concurrent Convertible Preferred Stock Offering and compliance by the Company and the Operating Partnership with their respective its obligations hereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the Governing Instruments charter or by-laws of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or (y) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Laws government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets, properties or operations, except for in the case of clause (y) above, any such violations that that, singly or in the aggregate, would not have result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership Company or any Subsidiaryof its subsidiaries (except for indebtedness which is to be repaid from the net proceeds of such offerings as contemplated by “Use of Proceeds” in the Prospectus).