Common use of Absence of Defaults and Conflicts Clause in Contracts

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary is in violation of its charter or by-laws 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 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 or any Subsidiary, is subject (collectively, “Agreements and Instruments”) except for such violations or defaults, singly or in the aggregate, 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, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) 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, (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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), 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 Company or any Subsidiary or any of their assets, properties or operations except for such violations 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither None of the Company nor Company, the Operating Partnership or any Subsidiary is (A) in violation of its charter or 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 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 Company, the Operating Partnership 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, singly defaults of any Agreements and Instruments or in the aggregate, Laws that would not result in a Material Adverse Effect; and the . 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 by and the Companyuse 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 its 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, (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 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, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of any applicable lawthe provisions of the Governing Instruments of the Company, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Operating Partnership or any Subsidiary or of any of their assets, properties or operations Laws except for such violations that would not result in 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 Company, the Operating Partnership or any Subsidiary.

Absence of Defaults and Conflicts. The issuance and sale of the Notes by the Company hereunder and the entry into and compliance by the Company with all of the provisions of the Notes, this Agreement and the Indenture, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, license, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the articles of incorporation or by-laws or similar organizational documents of the Company or any of its subsidiaries or any statute or any order, rule or regulation of any court or insurance regulatory agency or other governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, in each case (other than a violation of the articles of incorporation or by-laws or similar organizational documents of the Company or any of its Material Subsidiaries) the effect of which individually or in the aggregate, would be to affect the validity of the Notes or their issuance, to affect adversely the consummation of the transactions contemplated by this Agreement or the Indenture, or to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Notes or the transactions contemplated by this Agreement and the Indenture, except such as have been, or will have been, prior to the Closing Date, obtained under the 1933 Act and the 1939 Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Underwriters. Neither the Company nor any Subsidiary of its subsidiaries is (i) in violation of any of its charter articles of incorporation or by-laws or other organizational instruments, or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractindenture, indenturelicense, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary it is a party or by which it or any of them its properties may be bound, or to which any of the property or assets of the Company or any Subsidiaryexcept, is subject (collectively, “Agreements and Instruments”a) except for such violations or defaults, singly or in the aggregatecase of clause (i) with respect to the Company’s subsidiaries only, that would where such violation could not result in reasonably be expected to have a Material Adverse Effect; , and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and (b) in the Registration Statementcase of clause (ii), the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) and compliance by the Company with its obligations hereunder where such default could not reasonably be expected to 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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), 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 Company or any Subsidiary or any of their assets, properties or operations except for such violations 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is (i) in violation of its charter Organizational Documents or by-laws or (ii) 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 of trust, loan or credit agreement, note, lease or other agreement or instrument to which the 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 or any Subsidiary, is subject (collectively, “Agreements and Instruments”) except for such violations or defaultsdefaults that would not, singly individually or in the aggregate, that would not reasonably be expected to result in a Material Adverse Effect; and the . 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 by and the Companyuse 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 hereunder have been duly authorized by all necessary corporate action and under this Agreement 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 Lien upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (any Company Documents, except for such conflicts, breaches, defaults or defaults, Repayment Events or liens, charges or encumbrances Liens that would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), or 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 or any Subsidiary of its subsidiaries or any of their respective assets, properties or operations except for such violations 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryoperations.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Subsidiaries is in violation of its charter or by-laws Organizational Documents (as defined below) 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 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 or any Subsidiary, of its Subsidiaries is subject (collectively, “Agreements and Instruments”) ), except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; and the execution, 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 Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities Shares by the Company) and compliance by the Company with 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, (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 or any Subsidiary of its Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company, (ii) the 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 operations, except in the case of clauses (ii) and (iii) only, for any such violations violation that would not 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 portion of such indebtedness by the Company or any Subsidiaryof its Subsidiaries.

Absence of Defaults and Conflicts. Neither the Company Company, nor any Subsidiary of its subsidiaries, is in violation of its charter or by-laws 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 Company or any of its subsidiaries under), (A) any provision of the charter or bylaws (or similar organizational documents) of the Company or any of its subsidiaries or (B) 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 or any Subsidiary of its subsidiaries is a party or by which it or any of them may be bound, bound or to which its or their property is subject, or under any of the property federal, state, local or assets of foreign law, regulation or rule or any decree, judgment or order applicable to the Company or any Subsidiary, is subject (collectively, “Agreements and Instruments”) except for such violations of its subsidiaries or defaults, singly any of its or in the aggregate, that would not result in a Material Adverse Effecttheir property; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein hereby and all actions of the Company contemplated in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities by and the Companyuse 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 execution, delivery and do performance of this Agreement will not and will notconflict with, whether with or without the giving of notice or passage of time or both, (A) result in any violation breach 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) underunder (nor constitute any event which with notice, lapse of time or result in the creation both would constitute a breach of, default by or imposition of any lien, charge or encumbrance upon any property or assets Repayment Event of the Company or any Subsidiary pursuant toof its subsidiaries under), (X) any provision of the Agreements charter or bylaws of the Company or any of its subsidiaries, or (Y) without prejudice to the foregoing, and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly as could not reasonably be expected to individually or in the aggregate, result in aggregate have a Material Adverse Effect), or result in any violation the terms of any applicable lawindenture, statutecontract, rulelease, regulationmortgage, judgmentdeed of trust, ordernote agreement, writ loan agreement or decree of any governmentother agreement, government instrumentality obligation, condition, covenant or court, domestic or foreign, having jurisdiction over instrument to which the Company or any Subsidiary of its subsidiaries is a party or any of bound or to which its or their assets, properties or operations except for such violations that would not result in a Material Adverse Effectproperty 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 portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is (A) in violation of its charter articles of incorporation, board of directors’ regulations, share handling regulations or by-laws similar organizational documents, (B) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or 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 (C) 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 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 or any Subsidiary, of its subsidiaries is subject (collectively, “Agreements and Instruments”) except except, in the case of clause (B) or (C) above, for such violations or defaultsdefaults that would not, singly or in the aggregate, that would not result in a Material Adverse Effect; 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 Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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 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, (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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the articles of incorporation, board of directors’ regulations, board of corporate auditors’ regulations, share handling regulations or other organizational documents, if any, 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 Japanese or foreign, having jurisdiction over the Company or any Subsidiary subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is (A) in violation of its charter or by-laws 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 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 or any Subsidiary, of its subsidiaries is subject (collectively, “Agreements and Instruments”) ), except for such violations or defaults, singly or in the aggregate, 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, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) 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, (A) result in any violation of the provisions of the charter or by-laws of the Company or any Subsidiary, or (BC) conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), 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 Company or any Subsidiary of the subsidiaries or any of their assetsassets or properties, properties or operations except for such violations that would not result in a Material Adverse Effect. The execution, delivery and performance of 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 Disclosure Package and the Prospectus, as the case may be (including the issuance and sale of the 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 with its obligations hereunder has been duly authorized by all necessary corporate action and 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, 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 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 or similar organizational documents of the Company or any of its subsidiaries or, in any material respect, 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 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 portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Subsidiaries is in violation of its charter or by-laws Organizational Documents (as defined below) 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 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 or any Subsidiary, of its Subsidiaries is subject (collectively, “Agreements and Instruments”) ), except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; and the execution, 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 Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by the Company) and compliance by the Company with 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, (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 or any Subsidiary of its Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or 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 (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 or any Subsidiary of its Subsidiaries or any of their assets, properties or operations operations, except in the case of clause (ii) only, for any such violations violation that would not 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 portion of such indebtedness by the Company or any Subsidiaryof its Subsidiaries.

Absence of Defaults and Conflicts. Neither of the Company Carvana Parties nor any Subsidiary of their respective subsidiaries is in violation of its charter or by-laws Organizational Documents or 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 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 or any Subsidiary, is subject (collectively, “Agreements and than Subject Instruments”) except for such violations or defaultsdefaults that would not, singly individually or in the aggregate, that would not reasonably be expected to result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement and any Terms Agreement, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package Prospectus and the Prospectus any Permitted Free Writing Prospectuses (including the issuance and sale of the Securities by Shares and the Companyuse 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 Company Carvana Parties with its their obligations hereunder have been duly authorized by all necessary corporate action under this Agreement and any Terms Agreement 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 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 Carvana Parties or any Subsidiary of their respective subsidiaries pursuant to, any Company Documents, except (solely in the Agreements and Instruments (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, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), or 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 (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 or any Subsidiary Carvana Parties or any of their respective subsidiaries or any of their respective assets, properties or operations operations, except for such violations that as would not result not, individually 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 portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is (A) in violation of its charter or by-laws 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 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 or any Subsidiary, of its subsidiaries is subject (collectively, “Agreements and Instruments”) ), except for any such violations or defaults, singly or in the aggregate, 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 Agreement, the Indenture and the Securities, the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Company) 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, (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 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 Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would notthat, singly or in the aggregate, would not result in a Material Adverse Effect), or 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 (B) 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 operations, except for any such violations that with respect to this clause (B) as would not 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 portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither None of the Company nor any Subsidiary Partnership Entities is in violation of its charter or by-laws bylaws or similar organizational documents (the “Organizational Documents”) or 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 or any Subsidiary Partnership Entities is a party or by which it or any of them may be the Partnership Entities is bound, or to which except, in each case, as disclosed in the Registration Statement, any of Permitted Free Writing Prospectus and the property or assets of the Company or any SubsidiaryProspectus, is subject (collectively, “Agreements and Instruments”) except for such violations or defaultsdefaults that would not, singly individually or in the aggregate, that would not result in a Material Adverse Effect; and the . 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 any Permitted Free Writing Prospectus and the Prospectus (including the issuance and sale of the Securities by Units and the Companyuse 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 Company Partnership with its obligations hereunder have been duly authorized by all necessary corporate action and under this Agreement 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 lien upon any property or assets of the Company or any Subsidiary pursuant toPartnership Entities, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances liens that would not, singly individually or in the aggregate, result in a Material Adverse Effect), or nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Partnership Entities 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 or any Subsidiary Partnership Entities or any of their respective assets, properties or operations except for such violations 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryoperations.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary is (i) in violation of its charter or by-laws laws, limited partnership agreement or limited liability company agreement, as applicable, or (ii) 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 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 or any Subsidiary, Subsidiary is subject (collectively, “Agreements and Instruments”) except except, in the case of clause (ii), for such violations or defaultsany defaults that, singly singularly or in the aggregate, that would not result in a Material Adverse EffectChange; and the execution, delivery and performance of this Agreement and Agreement, the consummation of the transactions contemplated herein and in the Registration Statementby, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action under, this Agreement, including the sale of the Securities and do the use of the proceeds from the sale of the Securities as described in the Time of Sale Prospectus under “Use of Proceeds,” does 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 of the properties or assets of the Company or any Subsidiary pursuant to, to the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or defaults, liens, charges or encumbrances that would notthat, singly singularly or in the aggregate, would not result in a Material Adverse Effect)Change, or nor will such action result in any violation of the provisions of the articles of incorporation or bylaws of the Company 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 Company or any Subsidiary or any of their assets, properties or operations operations, except for where such violations that violation of any applicable law, statute, rule, regulation, judgment, order, writ, or decree of any government, government instrumentality or court, domestic or foreign, would not 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 portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, subsidiary is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, 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, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) 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, (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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or 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 or any Subsidiary subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 portion of such indebtedness by the Company or any Subsidiarysubsidiary. 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 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 or any subsidiary or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither The issue and sale of the Securities, the execution and delivery by the Company nor 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 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 (z) conflict with or result in a material breach or violation of its charter any of the terms or by-laws provisions of, or in constitute a material default in the performance or observance of under, 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 Company, the Guarantor or any Significant Subsidiary is a party or by which it the Company, the Guarantor or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary, Significant Subsidiary is subject (collectively, “Agreements and Instruments”) bound except for such violations or defaultsagreements the contravention of which would not, singly individually or in the aggregate, that would not result in reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, financial condition or results of operations of the Guarantor and its subsidiaries taken as a whole; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for 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 issue and sale of the Securities by or the Company) 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, (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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), 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 Company or any Subsidiary or any of their assets, properties or operations except for such violations 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness 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 Subsidiaryjurisdiction in which the Securities are offered or sold and (C) the filing with, and the approval by, NYSE of the Listing Application.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Material Subsidiaries is in violation of its charter or by-laws or Organizational Documents. 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 contractCompany Agreement, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the 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 or any Subsidiary, is subject (collectively, “Agreements and Instruments”) except for such violations or defaultsdefaults that would not, singly individually or in the aggregate, that would not result in a Material Adverse Effect; and the . 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 by and the Companyuse 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 hereunder have been duly authorized by all necessary corporate action and under the Transaction Documents 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 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 or any Subsidiary of its subsidiaries pursuant to, the Agreements any Company Agreements, and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), or 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 Company or any Subsidiary of its subsidiaries or any of their respective assets, properties or operations operations, except for such conflicts, breaches, defaults, Termination Events, Repayment Events, Liens or violations that would not not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means nor will such action result in any event or condition which gives violation of the holder provisions of any note, debenture or other evidence the Organizational Documents of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its Material Subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Significant Subsidiaries is in violation of the provisions of its charter or by-laws 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 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 or any Subsidiary, of its Significant Subsidiaries is subject (collectively, “Agreements and Instruments”) "COMPANY AGREEMENTS AND INSTRUMENTS"), except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Company Material Adverse Effect; and 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 Registration Statement, the General Disclosure Package Prospectus and the Prospectus (including the issuance and sale of the Securities by the Company) and compliance by the Company with its obligations hereunder thereunder have been duly authorized by all necessary corporate action and do not and will notnot constitute a breach, whether with violation or without the giving of notice or passage of time or both, default (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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), 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 Company or any Subsidiary or any of their assets, properties or operations except for such violations 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 portion of such indebtedness by the 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. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its declaration of trust, charter or by-laws 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 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 or any Subsidiary, of its subsidiaries is subject (collectively, “"Agreements and Instruments”) "), except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; and the . 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, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities by Shares and the Companyuse of the proceeds from the sale of the Shares as described under the caption "Use of Proceeds") and compliance by the Company with 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, (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 assets, properties or assets operations of the Company or any Subsidiary of its subsidiaries pursuant to, the any Agreements and Instruments (except for Instruments, nor will such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), or 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 or any Subsidiary of its subsidiaries or any of their assets, properties or operations except for such violations that would not result in 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 portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary is of its Material Subsidiaries is, or with the giving of notice or lapse of time or both would be, in violation of its charter or by-laws or in default in under, its certificate or articles of incorporation, by-laws, certificate or articles of formation, limited liability company operating agreement or other comparable constituent documents, as the performance case may be, 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 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 or any Subsidiaryof its Material Subsidiaries is subject, is subject (collectively, “Agreements and Instruments”) except for such violations conflicts, breaches or defaultsdefaults that, singly or in the aggregate, that would not result in reasonably be expected to have a Material Adverse Effect; material adverse effect on the Company and the executionits subsidiaries, delivery and performance of this Agreement and the consummation of taken as a whole, or on the transactions contemplated herein and in the Registration Statementhereby, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate nor will any such 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 (A) the charter certificate or articles of incorporation or by-laws of the Company or any Subsidiary, or (B) conflict with any applicable law or constitute a breach ofstatute or any order, rule or default regulation of any court or Repayment Event (as defined below) undergovernmental agency or body having jurisdiction over the Company, its Material Subsidiaries or result any of their respective properties, except, in the creation or imposition case of any lien(B) above, 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, defaults or Repayment Events or liens, charges or encumbrances that would notviolations that, singly or in the aggregate, result in would not reasonably be expected to have a Material Adverse Effect)material adverse effect on the Company and its subsidiaries taken as a whole, or result in any violation of any applicable lawon the transactions contemplated hereby; and no consent, statuteapproval, rule, regulation, judgmentauthorization, order, writ 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 issue and sale of the Securities or any Subsidiary or any of their assets, properties or operations except for such violations 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness consummation by the Company of the transactions contemplated by this Agreement, the 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. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws or other 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 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 or any Subsidiary, subsidiary is subject (collectively, “Agreements and Instruments”) except for such violations or defaults, singly or in the aggregate, defaults that would not 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 herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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, (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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect), or 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 or any Subsidiary subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, subsidiary is subject (collectively, “Agreements and Instruments”) except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; and the . 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 by the Transaction Documents and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) 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, (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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or, except as would not 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 subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Subsidiaries is in violation of its articles of incorporation, charter or by-laws 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 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 or any Subsidiary, Subsidiary is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, 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, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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, (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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or 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 or any Subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, Subsidiary is subject (collectively, “the "Agreements and Instruments”") except for such violations or defaultsdefaults that would not, singly individually or in the aggregate, 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, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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, (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 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, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not, singly individually or in the aggregate, result in a Material Adverse Effect), or 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 or any Subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, subsidiary is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; 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 Registration Statement, the General Disclosure Package and the Prospectus therein (including the issuance and sale of the Offered Securities by and the Companyuse of the proceeds therefrom as described in the Prospectus under the caption "Use of Proceeds" and the issuance of any Underlying Securities) and compliance by the Company with 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, (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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or 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 or any Subsidiary of its subsidiaries or any of their assets, properties or operations except for such violations that would not result in 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 portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither Except as disclosed in the Time of Sale Prospectus and the Prospectus, neither the Company nor any Subsidiary of its subsidiaries is (i) in violation of its charter Articles of Incorporation, Regulations of the Board of Directors, Share Handling Regulations or by-laws similar organizational document, (ii) in violation of any 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 subsidiaries or any of their assets, properties or operations or (iii) 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 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 or any Subsidiary, of its subsidiaries is subject (collectively, “Agreements and Instruments”) except except, in the case of clause (i) above as applied to the Company’s subsidiaries, other than the Subsidiaries, or clause (ii) or (iii) above as applied to the Company or its subsidiaries, for such violations or defaultsdefaults that would not, singly or in the aggregate, that would not result in a Material Adverse Effect; 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 Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus (including the issuance and sale of the Securities by and the Companyuse 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 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, (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 or any Subsidiary of its Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the Articles of Incorporation, Regulations of the Board of Directors, Share Handling Regulations or similar organizational document 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 or any Subsidiary of its Subsidiaries or any of their assets, properties or operations except for such violations that would not result in 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 or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its Subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or charter, by-laws or similar 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 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 or any Subsidiary, Subsidiary is subject (collectively, “Agreements and Instruments”) except for such violations or defaults, singly or in the aggregate, 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, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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, (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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of (a) the charter, by-laws or similar organizational documents of the Company or any Subsidiary or (b) 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 for such violations that would not result in 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 or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, subsidiary is subject (collectively, “Agreements and Instruments”) except for such violations or defaults, singly or in the aggregate, 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, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) Statement 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, (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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or, except as would not 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 subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. Neither the Company LATA nor any Subsidiary thereof is in violation of its charter or by-laws 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 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 LATA or any Subsidiary, Subsidiary thereof is subject (collectively, “Agreements and Instruments”) except for such violations or defaults, singly or in the aggregate, defaults that would not result in a an LATA Material Adverse Effect; 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 Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) therein and compliance by the Company LATA and LATA Holdings with its their respective 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, (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 Lien upon any property or assets of the Company LATA or any Subsidiary thereof pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances Liens that would not, singly or in the aggregate, not result in a an LATA Material Adverse Effect), or nor will such action result in any violation of the provisions of the Organizational Documents of LATA or any Subsidiary thereof or any applicable lawLaw, statute, rule, regulation, judgment, order, writ or decree Order of any government, government instrumentality or court, domestic or foreign, Government Authority having jurisdiction over the Company LATA or any Subsidiary thereof or any of their assets, properties or operations except for such violations 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryoperations.

Absence of Defaults and Conflicts. Neither the Company nor --------------------------------- any Subsidiary of its subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, subsidiary is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, defaults that would not 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 herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse of the proceeds from the sale of the Initial 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, (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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect), or 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 existing 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 subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. Neither the The Company nor any Subsidiary is not (i) in violation of its charter or by-laws or (ii) 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 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 or any Subsidiary, is subject (collectively, “Agreements and Instruments”) ), except for such violations or defaults, singly or in the aggregate, defaults that would not 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 herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the CompanySecurities) and compliance by the Company with 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, (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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the charter or by-laws of the Company or, except as would not 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 Subsidiary or any of their its assets, properties or operations except for such violations that would not result in 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 or repayment of all or a portion of such indebtedness by the Company or any SubsidiaryCompany.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is (i) in violation of its charter charter, bylaws or by-laws or other organizational document, (ii) 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 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 or any Subsidiary, is subject (collectively, “Agreements and Instruments”) ), except for such violations or defaultsdefaults that would not, singly individually or in the aggregate, that would not result in a Material Adverse Effect; , or (iii) except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization applicable to the Company or any of its Bank Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for any such default or violation that would 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 Registration Statement, the General Disclosure Package Operative Documents and the Prospectus (including the issuance and sale of the Securities by the Company) Securities, and compliance by the Company with its obligations hereunder the terms of the Operative Documents and the 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, (Ai) result in any violation of the provisions of the charter or by-laws of the Company or any Subsidiaryviolate, 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 any, security interest, mortgage, pledge, lien, charge charge, encumbrance, claim or encumbrance equitable right upon any property or assets of the Company or any Bank Subsidiary pursuant to, any of the Agreements and Instruments Instruments, (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), or ii) result in any violation of any provision of the charter, bylaws or other organizational document of the Company or any Bank Subsidiary or (iii) result in any violation by the Company or any Bank Subsidiary 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 or any Subsidiary or any of their assets, properties or operations except for such violations that would not result in a Material Adverse EffectGovernmental 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 portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries or any of their respective properties.

Absence of Defaults and Conflicts. (a) Neither the Company nor any Subsidiary of its Subsidiaries is (i) in violation of its charter or by-laws or (ii) 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 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 or any Subsidiary, Subsidiary is subject (collectively, “Agreements and Instruments”) ), except for such violations or defaults, singly or and defaults in the aggregate, that case of this clause (a)(ii) as would not result in have a Material Adverse Effect; (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 Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by Shares and the Companyuse of the proceeds from the sale of the 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, (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 or any Subsidiary pursuant to, the Agreements and Instruments Instruments, (except for ii) nor will such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, action result in a Material Adverse Effect)any violation of the provisions of the charter or by-laws of the Company or any Subsidiary, or (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 Company or any Subsidiary or any of their assets, properties or operations operations, except for such conflicts, breaches, violations that and defaults in the case of clauses (b) (i) and (iii) as would not result in 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 portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any the Subsidiary is in violation of its charter or charter, by-laws or other 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 or any the 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 or any Subsidiary, the Subsidiary is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, defaults that would not reasonably be expected to result in a Material Adverse Effect; 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 Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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 thereunder 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 or any the Subsidiary pursuant to, the Agreements and Instruments (Instruments, except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, 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 charter, by-laws or other organizational documents of the Company or the Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any the Subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 portion of such indebtedness by the Company or any the Subsidiary.

Absence of Defaults and Conflicts. Neither of the Company Carvana Parties nor any Subsidiary of their respective subsidiaries is in violation of its charter or by-laws Organizational Documents or 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 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 or any Subsidiary, is subject (collectively, “Agreements and than Subject Instruments”) except for such violations or defaultsdefaults that would not, singly individually or in the aggregate, that would not reasonably be expected to result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein herein, including the Transactions, and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by and the Companyuse 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 Carvana Parties with its their obligations hereunder have been duly authorized by all necessary corporate action and under this Agreement 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 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 Carvana Parties or any Subsidiary of their respective subsidiaries pursuant to, any Company Documents, except (solely in the Agreements and Instruments (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, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), or 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 (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 or any Subsidiary Carvana Parties or any of their respective subsidiaries or any of their respective assets, properties or operations except operations, except, in the case of clause (ii) only, for such violations that as would not result not, individually 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 portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws or other equivalent 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 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 or any Subsidiary, subsidiary is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, 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, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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, (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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of (i) the charter or by-laws or other equivalent documents of the Company or any subsidiary 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 or any Subsidiary subsidiary or any of their assets, properties or operations (except for such violations that in the case of this clause (ii) as 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 portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. Neither The issue and sale of the Securities and the Exchange Securities and compliance by the Company nor any Subsidiary is in violation and the Guarantor with all of its charter the provisions of the Securities, the Exchange Securities, the Indenture, this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated herein and therein do not and will not, whether with or by-laws without the giving of notice or in passage of time or both, conflict with or constitute a breach of, or default in the performance or observance of Repayment Event (as defined below) under, 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, the Guarantor or any Subsidiary of their respective 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 Company, the Guarantor or any Subsidiaryof their respective subsidiaries is subject, is subject (collectively, “Agreements and Instruments”) except for nor will such violations or defaults, singly or in the aggregate, 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, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) 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, (A) result in any violation of the provisions of the charter or by-laws of the Company Company, the Guarantor or any Subsidiary, of their respective subsidiaries 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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), 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 Company Company, the Guarantor or any Subsidiary of their respective subsidiaries or any of their assets, properties or operations except operations, except, in any such case, for such conflicts, breaches or violations that as would 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 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Company, the Guarantor or any Subsidiaryof their respective subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is (1) in violation of its charter charter, bylaws or by-laws or other organizational document, (2) 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 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 or any Subsidiary, is subject (collectively, “Agreements and Instruments”) ), except for such violations or defaultsdefaults that would not, singly individually or in the aggregate, that would not result in a Material Adverse Effect; , or (3) except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization applicable to the Company or its Bank Subsidiary or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for any such default or violation that would 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 General Prospectus and the Disclosure Package and the Prospectus (including the issuance and use of the proceeds from the sale of the Securities by the Company) Securities), and compliance by the Company with its obligations hereunder the terms of the Operative Documents and the 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, (A1) result in any violation of the provisions of the charter or by-laws of the Company or any Subsidiaryviolate, 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 any, security interest, mortgage, pledge, lien, charge charge, encumbrance, claim or encumbrance equitable right upon any property or assets of the Company or any its Bank Subsidiary pursuant to, any of the Agreements and Instruments Instruments, (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), or 2) result in any violation of any provision of the charter, bylaws or other organizational document of the Company or its Bank Subsidiary or (3) result in any violation by the Company or its Bank Subsidiary of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any governmentGovernmental Entity, government instrumentality except in the case of clauses (1) and (3), as would not, individually or courtin the aggregate, 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 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 portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries or any of their respective properties.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary is in violation of its charter or by-laws 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 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 or any Subsidiary, Subsidiary is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; 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 Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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 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, (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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or 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 material 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 result in 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 portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws Organizational Documents or 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 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 or any Subsidiary, is subject (collectively, “Agreements and than Subject Instruments”) except for such violations or defaultsdefaults that would not, singly individually or in the aggregate, that would not reasonably be expected to result in a Material Adverse Effect; and the . 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 by and the Companyuse 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 hereunder have been duly authorized by all necessary corporate action and under this Agreement 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 Lien upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, any Company Documents, except (solely in the Agreements and Instruments (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, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), or 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 (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 or any Subsidiary of its subsidiaries or any of their respective assets, properties or operations operations, except in the case of clause (ii) only, for any such violations violation that would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As used herein, Effect or would not have 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 portion of such indebtedness transactions contemplated by the Company or any Subsidiarythis Agreement.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in (i) violation of its charter or by-laws laws, or (ii) 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 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 or any Subsidiary, subsidiary is subject (collectively, “Agreements and Instruments”) except for such violations or defaults, singly or in the aggregate, 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, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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, (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(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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or 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 or any Subsidiary subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. Neither The Company is not in violation of its Articles of Incorporation, as amended (the Company nor any Subsidiary “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries is in violation of its charter charter, bylaws or by-laws or other 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 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 or any Subsidiary, Subsidiary is subject (collectively, “Agreements and Instruments”) except for such violations or defaultsdefaults that could not, singly or in the aggregate, 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 therein, and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance issuance, offer and sale of the Securities by Placement Shares and the Companyuse 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, (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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would 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 or any Subsidiary or any of their assets, properties or operations except for such violations that would not 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 portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither of the Company Transaction Entities nor any Subsidiary of their respective subsidiaries is (i) in violation of its charter Organizational Documents or by-laws or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the 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 or any Subsidiary, is subject (collectively, “Agreements and Instruments”) except for such violations or defaultsdefaults that would not, singly individually or in the aggregate, that would not reasonably be expected to result in a Material Adverse Effect; and the . 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 Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by and the Companyuse 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 Company Transaction Entities with its obligations hereunder have been duly authorized by all necessary corporate action under this Agreement, the Indenture, and the Securities 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 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 either of the Company Transaction Entities or any Subsidiary of their respective subsidiaries pursuant to, the Agreements and Instruments (any Company Documents, except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances Liens that would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), or nor will such action result in any violation of (i) the provisions of the Organizational Documents of either of the Transaction Entities or any of their respective subsidiaries or (ii) except as would not 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 either of the Company or any Subsidiary Transaction Entities or any of their respective subsidiaries or any of their respective assets, properties or operations except for such violations 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryoperations.

Absence of Defaults and Conflicts. Neither the Company Corporation nor any Subsidiary of the Subsidiaries is in violation of its charter articles or by-laws other constating instrument 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 lease, license or other agreement or instrument to which the Company 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 Corporation or any Subsidiary, Subsidiary is subject (collectively, “Agreements and Instruments”) ), except for where such violations default, breach or defaults, singly or in the aggregate, that conflict would not result in reasonably be expected to have a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement and the consummation each of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Transaction Documents (including the issuance authorization, issuance, sale and delivery of the Common Shares and Warrants comprising the Units and any Additional Securities and the use of the proceeds from the sale of such securities as described in the Securities by Final Prospectus under the Companycaption “Use of Proceeds”) and compliance by the Company Corporation with its obligations hereunder hereunder, have been or will be duly authorized by all necessary corporate action 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 Corporation or any Subsidiary pursuant to, to the Agreements and Instruments (except for Instruments, nor will such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, action result in a Material Adverse Effect), conflict with the articles or result in by-laws of the Corporation or any violation of Subsidiary or any existing 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 Corporation or any Subsidiary or any of their assets, properties or operations except for such violations or conflicts that would not result 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 portion of such indebtedness by the Company Corporation or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Subsidiaries is in (i) violation of its charter organizational documents, or by-laws (ii) default (whether with or in default 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 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 result in a Material Adverse Effect. The issuance and sale of the property Securities to be sold by the Company and the compliance by the Company and the Operating Partnership with all of the provisions of this Agreement and all other transactions herein contemplated by the Company or assets the Operating Partnership do not and will not: (A) conflict with, or result in any breach of, or constitute a default under nor constitute any event which (with 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 subject a party or by which any of them or their respective properties or assets may be bound or affected, (collectively, “Agreements and Instruments”iii) except for such violations any law or defaults, singly regulation binding upon or in the aggregate, 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, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) and compliance by applicable to the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will notor any Subsidiary or any of their respective properties or assets or (iv) any decree, whether with judgment 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 order applicable to 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 charge, claim or encumbrance upon any property or assets of the Company or any Subsidiary pursuant toSubsidiary, the Agreements except in each case described in clauses (A)(ii) through (iv) and Instruments (except B) of this sentence for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that and violations as would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), or result and in any violation the case described in clause (B) of any applicable lawthis sentence for liens, statutecharges, ruleclaims and encumbrances in connection with certain indebtedness described in the financial statements referred to in Section 1, 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 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 paragraph (or any person acting on such holder’s behalfa)(vi) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryhereto.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, subsidiary is subject (collectively, “Agreements and Instruments”) except for such violations or defaults, singly or in the aggregate, 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, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) Statement 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, (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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of (A) the charter or by-laws of the Company or any subsidiary or (B) 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 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 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 portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws Organizational Documents or 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 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 or any Subsidiary, is subject (collectively, “Agreements and than Subject Instruments”) except for such violations or defaultsdefaults that would not, singly individually or in the aggregate, that would not reasonably be expected to result in a Material Adverse Effect; and the . 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 by and the Companyuse 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 hereunder have been duly authorized by all necessary corporate action and under this Agreement 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 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 or any Subsidiary of its subsidiaries pursuant to, any Company Documents, except (solely in the Agreements and Instruments (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, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), or 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 (ii) any violation of 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 respective assets, properties or operations operations, except for such violations that as would not result not, individually 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 portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, subsidiary is subject (collectively, “"Agreements and Instruments”) "), except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement 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, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Offered Securities by and the Companyuse 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 have been duly authorized by all necessary corporate action and thereunder 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 a default or Repayment Event (as defined below) under, 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 subsidiary of the Company pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or defaults, events, liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or 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 or any Subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, of its subsidiaries is subject (collectively, “Agreements and Instruments”) except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; 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 Registration Statement, Statement and any other agreement or instrument entered into or issued or to be entered into or issued by the General Disclosure Package Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities by and the Companyuse 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 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, (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 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 Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would notthat, singly or in the aggregate, would not result in a Material Adverse Effect), or 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 or any Subsidiary of its subsidiaries or any of their assets, properties or operations except for such violations that would not result in 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 or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Subsidiaries is in violation of its charter or by-laws or other constituting or 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 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 or any Subsidiary, of its Subsidiaries is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, 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 Registration Statementby this Agreement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and the terms hereof and thereof 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 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 Subsidiary of its Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notthat, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect), or result in any a violation of the provisions of the Certificate of Incorporation or By-Laws, as amended, or other constituting or organizational document of the Company or any of its Subsidiaries, or any applicable law, statute, rule, regulation, judgment, order, writ write or decree of any government, government governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its Subsidiaries or any of their respective assets, properties or operations except operations, except, in each case, for such conflicts, breaches, violations that or defaults, that, singly or in the aggregate, would not 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 portion of such indebtedness by the Company or any Subsidiaryof its Subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter constituting or by-laws operative document or 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 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 or any Subsidiary, of its subsidiaries is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; 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 Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities Shares by the Company) Company hereunder and under the U.S. Underwriting Agreement), the compliance by the Company with its obligations hereunder and under the U.S. 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, (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 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 Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would notthat, singly or in the aggregate, would not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the constituting or operative document or agreement 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 or any Subsidiary of its subsidiaries or any of their assets, properties assets or operations except for such violations that would not result in a Material Adverse Effectproperties. 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 portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter constating documents or by-laws 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 lease, license or other agreement or instrument to which the 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 or any Subsidiary, subsidiary is subject (collectively, “Agreements and Instruments”) except for such violations or defaults, singly or in the aggregate, defaults that would not result individually or in the aggregate in a Material Adverse Effect; and the execution, delivery and performance of this Agreement Underwriting Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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 have been duly authorized by all necessary corporate action and under the Indenture 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 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 Subsidiary of its subsidiaries or pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not, singly not result individually or in the aggregate, result aggregate in a Material Adverse Effect), or 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 or any Subsidiary subsidiary or any of their assets, properties or operations except for such violations that which violation 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof the subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter constituting or by-laws operative document or 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 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 or any Subsidiary, of its subsidiaries is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; 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 Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities Shares by the Company) Company hereunder and under the International Underwriting Agreement), the compliance by the Company with its obligations hereunder and under the International 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, (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 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 Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would notthat, singly or in the aggregate, would not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the constituting or operative document or agreement 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 or any Subsidiary of its subsidiaries or any of their assets, properties assets or operations except for such violations that would not result in a Material Adverse Effectproperties. 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 portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Material Subsidiaries is in violation of its charter or by-laws or Organizational Documents. 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 contractCompany Agreement, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the 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 or any Subsidiary, is subject (collectively, “Agreements and Instruments”) except for such violations or defaultsdefaults that would not, singly individually or in the aggregate, that would not result in a Material Adverse Effect; and the . 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 by and the Companyuse 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 hereunder have been duly authorized by all necessary corporate action and under the Transaction Documents 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 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 or any Subsidiary of its subsidiaries pursuant toto any Company Agreements, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), or 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 Company or any Subsidiary of its subsidiaries or any of their respective assets, properties or operations operations, except for such conflicts, breaches, defaults, Termination Events, Repayment Events, Liens or violations that would not not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means nor will such action result in any event or condition which gives violation of the holder provisions of any note, debenture or other evidence the Organizational Documents of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its Material Subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws or other constituent or 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 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 or any Subsidiary, of its subsidiaries is subject (collectively, “Agreements and Instruments”) except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; 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 Principal Agreements, the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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 under each of the 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, (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 or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the charter or by-laws or other constituent or organizational documents or business license or other organizational document of the Company or any of its subsidiaries or any applicable treaty, 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 for such violations that would not result in a Material Adverse Effectoperations. 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 portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, subsidiary is subject (collectively, “Agreements and Instruments”) except for such violations or defaults, singly or in the aggregate, defaults that would not result in have 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, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by Shares and the Companyuse of the proceeds from the sale of the 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 not (i) contravene any provision of applicable law or without the giving certificate of notice or passage of time or both, (A) result in any violation of the provisions of the charter incorporation or by-laws of the Company or any Subsidiary, agreement 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 other instrument binding upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults of its subsidiaries included or Repayment Events or liens, charges or encumbrances that would not, singly or incorporated by reference in the aggregateCompany’s most recent Annual Report on Form 10-K, (ii) result in a Material Adverse Effect), 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 Company or any Subsidiary or any of their assets, properties or operations except for such violations that would not result in a Material Adverse Effect. As used herein, a “Repayment Event” means any an event or condition which gives the holder of any notenotes, debenture debenture, or other evidence of indebtedness included or incorporated by reference in the Company’s most recent Annual Report on Form 10-K (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries, or (iii) contravene, conflict with or constitute a breach of, or default under any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its subsidiaries and their respective operations, except to the extent that such contravention, violation, breach or default described in item (iii) above would not have a Material Adverse Effect.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws 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 lease, license or other agreement or instrument to which the 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 or any Subsidiary, subsidiary is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement agreement, the Warrant Indenture and the consummation of the transactions contemplated herein and in the Registration StatementCanadian Preliminary Prospectus and U.S. Preliminary Prospectus, and as will be contemplated in the General Disclosure Package Canadian Prospectus and the U.S. Prospectus (including the issuance authorization, issuance, sale and delivery of the Shares, Underlying Shares and Warrants and the use of the proceeds from the sale of the Securities by Units as described in the CompanyCanadian Prospectus and the U.S. 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, (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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation or conflict with the provisions of the charter or by-laws of the Company or any subsidiary or any existing 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 subsidiary or any of their assets, properties or operations except for such violations or conflicts that would not 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 's behalf) the right to require acquire the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, Subsidiary is subject (collectively, “Agreements and Instruments”) "AGREEMENTS AND INSTRUMENTS"), except for such violations or defaultsdefaults that would not, singly or in the aggregate, that would not result in a Material Adverse Effect; and the . The (i) execution, delivery and performance by the Company of this Agreement Agreement, the New Indenture and the New Securities, (ii) the making and consummation of the transactions contemplated herein Offer by the Company (including, but not limited to, the issuance and delivery of the New Securities as provided in the Offer), (iii) use of the Offer Material and the filing of the Registration Statement, the General Disclosure Package Prospectus and the Prospectus Schedule TO and any amendments or supplements thereto, and (including the issuance and sale of the Securities by the Companyiv) and compliance consummation by the Company with its obligations hereunder of the transactions contemplated in this Agreement and in the Offer Material, in each case, 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 or any Subsidiary pursuant to, the Agreements and Instruments (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), or 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 or any Subsidiary subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither of the Company Transaction Entities, nor any Subsidiary of their subsidiaries (A) is in violation of its charter or charter, by-laws laws, certificate of limited partnership, agreement of limited partnership or similar organizational document or (B) 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 either of the Company Transaction Entities or any Subsidiary of their subsidiaries is a party or by which it or any of them may be bound, or to which any of the property Properties or any other properties or assets of the Company Transaction Entities or any Subsidiary, of their subsidiaries is subject (collectively, “Agreements and Instruments”) ), except for such violations or defaultsdefaults that, singly or in the aggregate, that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the other Operative Documents and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the Formation Transactions, the issuance and sale of the Securities by and the CompanyPrivate Placement Shares and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and Prospectus under the caption “Use of Proceeds”) and compliance by the Company Transaction Entities with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate action or limited partnership action, as applicable, 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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), or nor will such action result in any violation of (i) the provisions of the charter, by-laws, certificate of limited partnership, agreement of limited partnership or similar organizational document of either of the Transaction Entities or any of their subsidiaries 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 Transaction Entities or any Subsidiary of their subsidiaries or any of their assets, properties or operations operations, except in the case of clause (ii) only, for any such violations violation 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Transaction Entities or any Subsidiaryof their subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of the Subsidiaries is in violation of its charter or by-laws bylaws 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 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 or any Subsidiary, Subsidiary is subject (collectively, “Agreements and Instruments”) ), except for such violations or defaultsdefaults that would not, singly individually or in the aggregate, 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, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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, (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, give rise to any 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, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances violations that would notnot result, singly individually or in the aggregate, result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the charter or bylaws 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 or any Subsidiary or any of their assets, properties or operations (except for such violations that would not result result, individually 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 portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of --------------------------------- its Subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, Subsidiary is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; 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 Registration Statement, the General Disclosure Package and the Prospectus 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 Prospectuses under the caption "Use of Proceeds") and by the Company) Transactions and compliance by the Company with its obligations hereunder under this Agreement and the 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, (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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or 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 or any Subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, subsidiary is subject (collectively, “Agreements and Instruments”) ), except for such violations or defaults, singly or in the aggregate, 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, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) Statement and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate trust 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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the organizational documents 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 or any Subsidiary subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, subsidiary is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, defaults that would not 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 herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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, (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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect), or nor will such action result in any violation of (A) the provisions of the charter or by laws of the Company or any subsidiary or (B) 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 subsidiary or any of their assets, properties or operations (except for such violations that under clause (B) which would not 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 portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary is in violation of its charter or by-laws 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 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 or any Subsidiary, is subject (collectively, “Agreements and Instruments”) except for such violations or defaults, singly or in the aggregate, 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 herein, in the Transaction Documents and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance offer and sale of the Securities by the CompanySelling Stockholder) and compliance by the Company with its obligations hereunder and under the 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, (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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), 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 Company or any Subsidiary or any of their assets, properties or operations except for such violations 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither The Company has full power and authority to make and consummate the Company nor any Subsidiary is Offer in violation of accordance with its charter or by-laws or in default in the performance or observance of any obligationterms and to execute, 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 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 or any Subsidiary, is subject deliver and perform its obligations under this Agreement. The (collectively, “Agreements and Instruments”i) except for such violations or defaults, singly or in the aggregate, that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, (ii) making and the consummation of the transactions contemplated herein 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 General Disclosure Package Prospectus and the Prospectus Schedule TO, and any amendments or supplements thereto and (including the issuance and sale of the Securities by the Companyv) and compliance consummation by the Company with its obligations hereunder of the transactions contemplated by this Agreement and in the Offer Material, in 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, (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 assets, properties or assets operations of the 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 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, singly individually or in the aggregate, result in a Material Adverse Effect), ; or result in (z) violate (a) the provisions of the charter or by-laws (or other similar document) of the Company or any violation of Significant Subsidiary or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree applicable to the Company or any Significant Subsidiary of any governmentcourt, government instrumentality regulatory body, administrative agency, governmental body, arbitrator or courtother authority, domestic or foreign, having jurisdiction over the Company or any Significant Subsidiary or any of their assets, properties or operations operations, except in the case of clause (b), for such violations that would not 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 portion of such indebtedness by the Company or any Significant Subsidiary.

Absence of Defaults and Conflicts. Neither Except as disclosed in the Company General Disclosure Package and the Prospectus, neither MUFG nor any Subsidiary of its subsidiaries is (i) in violation of its charter Articles of Incorporation, Regulations of the Board of Directors, Share Handling Regulations or by-laws similar organizational document, (ii) in violation of any 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, including without limitation the Banking Law of Japan, or (iii) 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 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 MUFG or any Subsidiary, subsidiary is subject (collectively, “Agreements and Instruments”) except except, in the case of clause (ii) or (iii) above, for such violations or defaultsdefaults that would not, singly or in the aggregate, that would not result in a Material Adverse Effect; 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 Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by Shares and the Companyuse of the proceeds from the sale of the Shares as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company MUFG with its obligations hereunder under this Agreement, the International Underwriting Agreement and the 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, (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 MUFG or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the Articles of Incorporation, Regulations of the Board of Directors, Share Handling Regulations or similar organizational document of MUFG 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 MUFG or any Subsidiary subsidiary or any of their assets, properties or operations except or of any Agreements and Instruments, except, in the case of any violations of any Agreements and Instruments, for such violations that would not 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 portion of such indebtedness by the Company MUFG or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, subsidiary is subject (collectively, “Agreements and Instruments”) except for any such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; 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 Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) and compliance by the Company with its obligations hereunder and under the Indenture have been duly authorized by all necessary corporate action and do not and will not, 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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of (a) the provisions of the Amended and Restated Certificate of Incorporation or Fourth Amended and Restated By-Laws of the Company or the organizational documents of any Subsidiary or (b) 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 subsidiary or any of their assets, properties or operations except (except, with respect to clause (b), for such violations 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Subsidiaries is (a) in violation of its charter or by-laws 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 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 or any Subsidiary, Subsidiary is subject (collectively, “Agreements and Instruments”) except in the case of clause (b) for such violations or defaultsdefaults that would not, singly individually or in the aggregate, 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 herein, in the Merger Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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 under the Merger Agreement 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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not, singly individually or in the aggregate, result in a Material Adverse Effect), or 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, Government Entity having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter respective certificate of incorporation, bylaws or by-laws other similar organizational documents, except to the extent such violation, conflict, breach or default would not adversely affect the transaction contemplated hereby or have a Material Adverse Effect. The Company and each of its subsidiaries have conducted and are conducting their business so as to comply in all material respects with all applicable statutes, regulations and administrative and court decrees. None of the Company or 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 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 its properties or assets of the Company or any Subsidiary, is subject (collectively, “Agreements and Instruments”) ), except for such violations or defaults, singly or in the aggregate, defaults under Agreements and Instruments that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement by the Company, the issuance, sale and delivery of the Shares, the consummation of the transactions transaction contemplated herein and in the Registration Statementby this Agreement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) and compliance by the Company and the Bank Subsidiary with its obligations hereunder the terms of this Agreement have been duly authorized by all necessary corporate action on the part of the Company and the Bank Subsidiary 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 Subsidiaryviolate, 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 any, security interest, mortgage, pledge, lien, charge charge, encumbrance, claim or encumbrance equitable right upon any property properties or assets of the Company or any Subsidiary of its subsidiaries pursuant to, any of the Agreements and Instruments (Instruments, except for to the extent such conflictsviolation, breachesconflict, defaults breach or Repayment Events default would not adversely affect the transactions contemplated hereby or liens, charges or encumbrances that would not, singly or in the aggregate, result in have a Material Adverse Effect), or nor will such action result in any violation of the provisions of the certificate of incorporation, charter or bylaws of the Company or any of its subsidiaries or any violation by the Company or any of its subsidiaries of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government authority, agency or instrumentality or court, domestic or foreign, including, without limitation, the Board of Governors of the Federal Reserve (“FRB”), the Office of the Comptroller of the Currency (the “OCC”), and the FDIC, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assets, respective properties or operations assets (collectively, “Governmental Entities”), except for to the extent such violations that violation, conflict, breach or default would not result in adversely affect the transactions contemplated hereby or 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 portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries prior to its scheduled maturity.

Absence of Defaults and Conflicts. Neither Except as disclosed in the Company General Disclosure Package and the Prospectus, neither MUFG nor any Subsidiary of its subsidiaries is (i) in violation of its charter Articles of Incorporation, Regulations of the Board of Directors, Share Handling Regulations or by-laws similar organizational document, (ii) in violation of any 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, including without limitation the Banking Law of Japan, or (iii) 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 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 MUFG or any Subsidiary, subsidiary is subject (collectively, “Agreements and Instruments”) except except, in the case of clause (ii) or (iii) above, for such violations or defaultsdefaults that would not, singly or in the aggregate, that would not result in a Material Adverse Effect; 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 Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by Shares and the Companyuse of the proceeds from the sale of the Shares as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company MUFG with its obligations hereunder under this Agreement, the International Underwriting Agreement and the 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, (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 MUFG or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the Articles of Incorporation, Regulations of the Board of Directors, Share Handling Regulations or similar organizational document of MUFG 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 MUFG or any Subsidiary subsidiary or any of their assets, properties or operations except for such violations 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.or

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is (A) in violation of its charter or by-laws laws, or (B) except for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, 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 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 or any Subsidiary, subsidiary is subject (collectively, “Agreements and Instruments”) except for such violations or defaults, singly or in the aggregate, 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, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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 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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not be reasonably likely to result in a Material Adverse Effect), or nor will such action result in (C) any violation of the provisions of the charter or by-laws of the Company or any subsidiary or (D) except for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, a 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 or any Subsidiary subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary of the Company.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of --------------------------------- its subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, subsidiary is subject (collectively, “"Agreements and Instruments”) "), except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Underwriting Agreement, the applicable Terms Agreement, the Securities, each applicable Indenture and Warrant 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, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Underwritten Securities by and the Companyuse of the proceeds from the sale of the Underwritten Securities as described 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 thereunder 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 a default or Repayment Event (as defined below) under, 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 subsidiary of the Company pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or defaults, events, liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or 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 or any Subsidiary or any of their assetsproperties, properties assets or operations except for such violations that would not result in 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 portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. (a) Neither the Company nor any Subsidiary of its Subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, Subsidiary is subject (collectively, “Agreements and Instruments”) (except for such violations or defaultsand defaults that would not, singly individually or in the aggregate, that would not result in a Material Adverse Effect); (b)(i) 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 Statement (including the issuance and sale of the Securities by Shares and the Companyuse of the proceeds from the sale of the 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, (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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly individually or in the aggregate, result in a Material Adverse Effect), (ii) nor will such action result in any violation of the provisions of the charter or by-laws of the Company 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 Company or any Subsidiary or any of their assets, properties or operations (except for such violations that would not 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 portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Significant Subsidiaries is in violation of the provisions of its charter or by-laws 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 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 or any Subsidiaryof its Significant Subsidiaries is subject, is subject (collectively, “Agreements and Instruments”) except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Company Material Adverse Effect; and 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 Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus (including the issuance and sale of the Securities by the Company) and compliance by the Company with its obligations hereunder thereunder have been duly authorized by all necessary corporate action and do not and will notnot constitute a breach, whether with violation or without the giving of notice or passage of time or both, default (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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), 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 Company or any Subsidiary or any of their assets, properties or operations except for such violations 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 portion of such indebtedness by the 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. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter Charter or byBy-laws 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 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 or any Subsidiary, Subsidiary is subject (collectively, “Agreements and Instruments”) except for such violations or defaultsdefaults that would not, singly or in the aggregate, that would not result in a Material Adverse Effect; 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 Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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 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, (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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would notnot result, 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 By-laws of the Company or 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 or any Subsidiary subsidiary or any of their assets, properties or operations (except for such violations that would not result 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 portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary --------------------------------- of its subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, subsidiary is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; 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 Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the 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 by as described in the CompanyProspectuses under the caption "Use of Proceeds") and compliance by the Company and the Signatory Subsidiaries with its 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, (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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breachesbreaches or defaults, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of (i) the provisions of the charter or by-laws of the Company or any subsidiary 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 or any Subsidiary subsidiary or any of their assets, properties or operations (except in the case of clause (ii) for such violations that would not result in 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 portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. (i) Neither the Company nor any Subsidiary of its Significant Subsidiaries is in violation of its charter or charter, memorandum of association, bye-laws, by-laws or similar incorporation or organizational documents or (ii) neither the Company nor any of its subsidiaries 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 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 or any Subsidiary, subsidiary is subject (collectively, “Agreements and Instruments”) ), except in the case of clause (ii), for such violations or defaults, singly or in the aggregate, and defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement Agreement, the Securities and the Indenture, and the consummation of the transactions contemplated herein in this Agreement, the Securities, the Indenture and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance issue and sale of the Securities by the Company) Securities), and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action under this Agreement, the Securities and the Indenture, 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 result in a breach of any of the terms and provisions of, or constitute 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 Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for Instruments, nor will such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), or action result in any violation of the provisions of the charter, memorandum of association, bye-laws, by-laws or similar organizational documents of the Company or any Significant Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary subsidiary or any of their assets, properties or operations operations, except in each case (other than with respect to such charter, memorandum of association, bye-laws, by-laws or similar organizational documents of the Company or any Significant Subsidiary) for such violations that conflicts, violations, breaches or defaults which 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company NBG nor any Subsidiary of its Significant Subsidiaries is in violation of its articles of association, charter or by-laws or similar 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 NBG or any Subsidiary of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company NBG or any Subsidiary, subsidiary is subject (collectively, “Agreements and Instruments”) except for such violations or defaultsdefaults that would not be expected, singly individually or in the aggregate, that would not to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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 NBG 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, (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 NBG or any Significant Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot be expected, singly individually or in the aggregate, to result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the articles of association, charter or by-laws or similar organization documents of NBG or any Significant Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company NBG or any Significant Subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 or repayment of all or a portion of such indebtedness by the Company NBG or any Significant Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Significant Subsidiary is (i) in violation of its charter or by-laws or similar organizational documents, (ii) 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 or any Subsidiary it 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 or any Subsidiary, is subject (collectively, “Agreements and Instruments”) or (iii) except as disclosed in the Registration Statement, the Prospectus and the Time of Sale Information, in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject except in the case of (ii) and (iii) for such defaults or violations or defaults, singly or in the aggregate, that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement Agreement, the issuance and delivery of the Shares, and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Prospectus and the Prospectus Time of Sale Information (including the issuance and sale of the Securities by Shares and the Companyuse of the proceeds from the sale of the 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, (A) result in any violation of the provisions of the charter or by-laws of the Company or any Subsidiary, or (B) not conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Significant Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any Significant Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Significant Subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 or repayment of all or a portion of such indebtedness by the Company or any Significant Subsidiary, other than such events or conditions that are contemplated by the terms of this Agreement.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is (i) in violation of its charter or by-laws or (ii) 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 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 or any Subsidiary, subsidiary is subject (collectively, “Agreements and Instruments”) ), except in the case of (ii), for such violations or defaultsand defaults that would not, singly or in the aggregate, that would not 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 herein in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) Prospectus, and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and under this Agreement, 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 result in a breach of any of the terms and provisions of, or constitute 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 Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for Instruments, nor will such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), or 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 or any Subsidiary subsidiary or any of their assets, properties or operations operations, except in each case (other than with respect to such charter and by-laws of the Company) for such violations that conflicts, violations, breaches or defaults which would not 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 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 portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary is of its Material Subsidiaries is, or with the giving of notice or lapse of time or both would be, in violation of its charter or by-laws or 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 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 or any Subsidiaryof its Material Subsidiaries is subject, is subject (collectively, “Agreements and Instruments”) except for such violations conflicts, breaches or defaultsdefaults that, singly or in the aggregate, that would not result in reasonably be expected to have 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, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) and compliance by material adverse effect on the Company with and its obligations hereunder have been duly authorized by all necessary corporate subsidiaries taken as a whole, nor will any such 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 (A) the charter Certificate of Incorporation or bythe By-laws Laws of the Company or any Subsidiary, or (B) conflict with any applicable law or constitute a breach ofstatute or any order, rule or default regulation of any court or Repayment Event (as defined below) undergovernmental agency or body having jurisdiction over the Company, its Material Subsidiaries or result any of their respective properties, except, in the creation or imposition case of any lien(B) above, 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, defaults or Repayment Events or liens, charges or encumbrances that would notviolations that, singly or in the aggregate, result in would not reasonably be expected to have a Material Adverse Effect)material adverse effect on the Company and its subsidiaries taken as a whole; and no consent, or result in any violation of any applicable lawapproval, statute, rule, regulation, judgmentauthorization, order, writ 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 issue and sale of the Securities or any Subsidiary or any of their assets, properties or operations except for such violations 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness consummation by the Company of the transactions contemplated by this Agreement or any Subsidiarythe Indenture, 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 Underwriter.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, subsidiary is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the International Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, in the International Purchase Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse of the proceeds from the sale of the Securities as described in the Prospectuses under the caption "Use of Proceeds") and compliance by the Company with its obligations hereunder under this Agreement and the International 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, (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 or, except as disclosed in the Prospectuses under "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Liquidity and Capital Resources" and "Underwriting -- Other Relationships", 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 Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), (B) result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or (C) to the best of the Company's knowledge, 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 or any Subsidiary subsidiary or any of their assets, properties or operations (except for such violations that would not result in 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 portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any the Subsidiary is (A) in violation of its charter or by-laws by- laws, or (B) except for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, 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 or any the 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 or any Subsidiary, the Subsidiary is subject (collectively, “Agreements and Instruments”) except for such violations or defaults, singly or in the aggregate, 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, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and hereunder, 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 or any the Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not be reasonably likely to result in a Material Adverse Effect), or nor will such action result in (C) any violation of the provisions of the charter or by laws of the Company or the Subsidiary or (D) except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, a 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 or any the Subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 or repayment of all or a portion of such indebtedness by the Company or any the Subsidiary.

Absence of Defaults and Conflicts. Neither None of the Company nor or any --------------------------------- Subsidiary is in violation of its charter or declaration of trust, charter, by-laws or other governing instrument ("Governing Instruments") 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 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 or any Subsidiary, Subsidiary is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, 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, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by and the Companyuse 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 requisite 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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the Governing Instruments 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 or any Subsidiary or any of their assets, properties or operations operations, except for such violations that would not result in 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 or any Subsidiary.

Absence of Defaults and Conflicts. Neither None of the Company nor or any Subsidiary of the Subsidiaries is in violation of its charter or by-laws bylaws or other constitutive 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 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 or any Subsidiary, subsidiary of the Company is subject (collectively, “Agreements and Instruments”) ), except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; and the Change. The execution, delivery and performance by the Company of this Agreement the Operative Agreements and the consummation of the transactions contemplated herein and therein or in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including including, the issuance and sale of the Securities by and the Companyuse of the proceeds from the sale of the Securities as described in the Final Prospectus under the caption “Use of Proceeds”) and the compliance by the Company with its their obligations hereunder have been duly authorized by all necessary corporate action and thereunder 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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse EffectChange), or nor will such actions result in any violation of the provisions of the charter or bylaws or other constitutive documents 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 or any Subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 or repayment of all or a portion of such indebtedness by the Company or any a Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws or other constituting or 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 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 or any Subsidiary, subsidiary of the Company is subject (collectively, “Agreements and Instruments”) except for such violations or defaults, singly or in the aggregate, 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, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) and compliance by the Company with its obligations hereunder 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 or any Subsidiary subsidiary of the Company pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the charter or by-laws or other constituting or organizational instrument as in effect on the date hereof of the Company or any subsidiary of the Company 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 subsidiary of the Company or any of their assets, properties or operations operations, except for any such violations that violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of law which 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary of the Company.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary or Joint Venture is (i) in violation of its charter certificate of incorporation or by-laws laws, or (ii) 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 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 or any Subsidiary, Subsidiary or Joint Venture is subject (collectively, “Agreements and Instruments”) except except, in the case of clause (ii), for such violations or defaultsany defaults which, singly singularly or in the aggregate, that would not result in a Material Adverse EffectChange; and the execution, delivery and performance of this Agreement and Agreement, the consummation of the transactions contemplated herein by this Agreement and in the Registration Statement, the General Disclosure Package and the Time of Sale Prospectus (including the issuance and sale of the Securities by Offered Shares and the Company) use of the proceeds from the sale of the Offered Shares as described therein, and the compliance by the Company with its obligations hereunder have been duly authorized under this Agreement (except as contemplated by all necessary corporate action and the Time of Sale Prospectus) 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 of the properties or assets of the Company or any Subsidiary or Joint Venture pursuant to, to the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or defaults, liens, charges or encumbrances that would notwhich, singly singularly or in the aggregate, would not result in a Material Adverse Effect)Change, or nor will such action result in any violation of the provisions of the certificate of incorporation or by-laws of the Company or any Subsidiary or Joint Venture 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 Joint Venture or any of their assets, properties or operations except for such violations that would not result in 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 or repayment of all or a portion of such indebtedness by the Company or any SubsidiarySubsidiary or Joint Venture.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its respective charter or by-laws bylaws 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 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 or any Subsidiary, Subsidiary is subject (collectively, “Agreements and Instruments”) ), except for such violations or defaults, singly or in the aggregate, 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, the General Disclosure Package and the Prospectus Registration Statement (including the issuance and sale of the Securities by and the Company) use of the proceeds from the sale of the Securities as described in the Prospectus and the Statutory 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, (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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the charter or bylaws 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 or any Subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Subsidiaries is in violation of its charter or by-laws or other constituting or 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 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 or any Subsidiary, of its Subsidiaries is subject (collectively, “"Agreements and Instruments”) "), except for such violations or defaults, singly or in the aggregate, defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, 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 Registration Statementby this Agreement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and the terms hereof and thereof 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 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 Subsidiary of its Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notthat, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect), or result in any a violation of the provisions of the Certificate of Incorporation or By-Laws, as amended, or other constituting or organizational document of the Company or any of its Subsidiaries, or any applicable law, statute, rule, regulation, judgment, order, writ write or decree of any government, government governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its Subsidiaries or any of their respective assets, properties or operations except operations, except, in each case, for such conflicts, breaches, violations that or defaults, that, singly or in the aggregate, would not 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 portion of such indebtedness by the Company or any Subsidiaryof its Subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, Subsidiary is subject (collectively, “"Agreements and Instruments”) "), except for such violations or defaults, singly or in the aggregate, that defaults as would not result in a Material Adverse Effect; and the . 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 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, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities by and the Companyuse of the proceeds from the sale of the Securities as described under the caption "Use of Proceeds") and compliance by the Company with 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, (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 assets, properties or assets operations of the Company or any Subsidiary of its Subsidiaries pursuant to, the any Agreements and Instruments (Instruments, except for such conflicts, breaches, defaults or Repayment Events defaults, events or liens, charges or encumbrances that would notthat, singly or in the aggregate, would not result in a Material Adverse Effect), or 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 or any Subsidiary of its Subsidiaries or any of their assetsassets or properties, properties or operations except for such violations that which violation 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. 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 portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. (i) Neither the Company nor any Subsidiary of its Subsidiaries is in violation of its charter or by-laws laws, or (ii) 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 that is individually material to the Company and to which the 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 material properties or assets of the Company or any Subsidiary, is Subsidiary are subject (collectively, “Material Agreements and Instruments”), and (iii) except for such violations or defaults, singly or in the aggregate, that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement (or any applicable Terms Agreement) and the consummation of the transactions contemplated herein (or therein) and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities, and the use of the proceeds from the sale of the Securities by as described in the CompanyProspectus) and compliance by the Company with its obligations hereunder (1) 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 or any Subsidiary pursuant to, the Material Agreements and Instruments Instruments, (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, 2) will not result in a Material Adverse Effect)any violation of the provisions of the charter or by-laws of the Company, or and (3) 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, domestic or foreignforeign (including the U.S. Food and Drug Administration (the “FDA”)), having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations (each, a “Governmental Entity”), except for in the case of clauses (ii) and (iii), such violations that violation or default as would not 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 portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Trust is not in violation of the trust certificate of the Trust filed with the State of Delaware (the "Trust Certificate") or the Amended Declaration. Neither the Company nor any Subsidiary of its subsidiaries is (i) in violation of its charter charter, bylaws or by-laws or other organizational document, (ii) 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 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 or any Subsidiary, is subject (collectively, “"Agreements and Instruments”") or (iii) 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, governmental authority, agency or instrumentality or court, domestic or foreign (including, without limitation, the 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 other Regulatory Agency (collectively, the "Banking Regulators")), except for any such violations default or defaultsviolation that would not, singly individually or in the aggregate, that would not result in have a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement the Operative Documents by the Trust or the Company, as the case may be, the issuance, sale and delivery of the Capital Securities, the Debt Securities, the Guarantee, 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 by the Company) Operative Documents, and compliance by the Company and the Trust with its obligations hereunder the terms of the Operative Documents to which they are a party have been duly authorized by all necessary corporate action on the part of the Company and, at the Closing Time, will have been duly authorized by all necessary action on the part of the Trust, and do not and will not, whether with or without the giving of notice or passage of time or both, (Ai) result in any violation of the provisions of the charter or by-laws of the Company or any Subsidiaryviolate, 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 any, security interest, mortgage, pledge, lien, charge charge, encumbrance, claim or encumbrance equitable right upon any property assets of the Trust, the Company or assets any of the Subsidiaries pursuant to, any of the Agreements and Instruments, (ii) result in any violation of any provision of the charter, bylaws or other organizational document of the Company or any Subsidiary pursuant to, of the Agreements and Instruments Subsidiaries or the Amended Declaration or the Trust Certificate or (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), or iii) result in any violation by the Company or any of the Subsidiaries of any applicable law, statute, rule, regulation, judgment, order, writ or decree (including, without limitation, the Banking Regulations) of any state or federal government, government governmental authority, agency or instrumentality or court, domestic or foreignforeign (including, having jurisdiction over without limitation, the Company or any Subsidiary or any of their assets, properties or operations except for such violations that would not result in a Material Adverse EffectBanking 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 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust or the Company or any Subsidiaryof the Subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter charter, bylaws or by-laws other 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 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 or any Subsidiary, subsidiary is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement 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 consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities by and the Companyuse 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 thereunder have been duly authorized by all necessary corporate or other 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, (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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges charges, encumbrances or encumbrances a Repayment Event that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the charter, bylaws or other organizational document 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 or any Subsidiary subsidiary or any of their assets, properties or operations except for such violations that would not result in 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 portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws Organizational Documents (as defined below) or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document (as defined below), 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 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 or any Subsidiary, is subject than Subject Instruments (collectively, “Agreements and Instruments”as defined below)) except for such violations or defaultsdefaults that would not, singly individually or in the aggregate, that would not result in a Material Adverse Effect; . The execution and the execution, delivery of and performance of obligations under this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities by and the Companyuse 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 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 (A1) result breach of, (2) default under, (3) any event or condition that gives any person or entity the right, either immediately or with notice or passage of time or both, to terminate or limit (in whole or in part) any violation of the provisions of the charter Company Documents or by-laws any rights of the Company or any Subsidiaryof its subsidiaries thereunder, or (B) conflict with or constitute including, without limitation, upon the occurrence of a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition change of any lien, charge or encumbrance upon any property or assets control of the Company or any Subsidiary pursuant to, the Agreements and Instruments other similar events (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), 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 Company or any Subsidiary or any of their assets, properties or operations except for such violations that would not result in a Material Adverse Effect. As used herein, a “Repayment Termination Event” means ”) under, (4) any event or condition which that, either immediately or with notice or passage of time or both, (i) gives the holder of any bond, note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary of the Company, or (ii) gives any counterparty (or any person or entity acting on such counterparty’s behalf) under any swap agreement, hedging agreement or similar agreement or instrument to which the Company or any subsidiary of the Company is a party the right to liquidate or accelerate the payment obligations or designate an early termination date under such agreement or instrument, as the case may be (a “Repayment Event”), under or (5) result in the creation or imposition of any Lien upon any property or assets of the Company or any of its subsidiaries pursuant to, any Company Documents, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the 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 Company or any of its subsidiaries 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 or any of its subsidiaries or any of their respective assets, properties or operations. For purposes of this Agreement, (x) “Organizational Document” shall mean (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; (y) “Company Document” shall mean (i) all Subject Instruments and (ii) all other contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject that, solely in the case of this clause (ii), are material with respect to the Company and its subsidiaries taken as a whole; and (z) “Subject Instruments” shall mean (i) the Credit Agreement dated as of February 18, 2020 among the ▇▇▇▇▇▇ Square BDC Funding I LLC, Bank of America, N.A. as administrative agent and as lender and BofA Securities, Inc., as sole lead arranger and sole book manager, (ii) the Loan and Security Agreement dated as of December 18, 2020 among the Company as the collateral manager, ▇▇▇▇▇▇ Square BDC Funding II LLC as the borrower, ▇▇▇▇▇ Fargo Bank, National Association, as the administrative agent, U.S. Bank National Association, as the collateral agent and custodian and the lenders thereto, each as amended, supplemented or restated, if applicable, and in each case including any promissory notes, pledge agreements, security agreements, mortgages, guarantees and other instruments or agreements entered into by the Company or any of its subsidiaries in connection therewith or pursuant thereto, in each case as amended, supplemented or restated, if applicable, (iii) the Indenture, dated as of May 23, 2024, by and among ▇▇▇▇▇▇ Square BDC CLO 1, Ltd., as issuer, ▇▇▇▇▇▇ Square BDC CLO 1, LLC, as co-issuer, and U.S. Bank Trust Company, National Association, as Trustee and (iv) all other instruments, agreements and documents filed as exhibits to the Registration Statement pursuant to Rule 601(b)(4) of Regulation S-K of the Commission or Rule 601(b)(10) of Regulation S-K of the Commission; provided that if any instrument, agreement or other document filed as an exhibit to the Registration Statement as aforesaid has been redacted or if any portion thereof has been deleted or is otherwise not included as part of such exhibit (whether pursuant to a request for confidential treatment or otherwise), the term “Subject Instruments” shall nonetheless mean such instrument, agreement or other document, as the case may be, in its entirety, including any portions thereof that shall have been so redacted, deleted or otherwise not filed.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, Subsidiary is subject (collectively, “the "Agreements and Instruments”") except for such violations or defaultsdefaults that would not, singly individually or in the aggregate, 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, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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, (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 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, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not, singly individually or in the aggregate, result in a Material Adverse Effect), or 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 or any Subsidiary or any of their assets, properties or operations except for such violations that would not result in a Material Adverse Effectoperations, including without limitation the Office of Thrift Supervision ("OTS") and the FDIC (collectively, "Governmental Entities"). 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 portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Subsidiaries is in violation of its charter or by-laws (or equivalent constitutive documents) or in default in any material respect 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 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 or any Subsidiary, of its Subsidiaries is subject (collectively, “Agreements and Instruments”"Contracts") except for such violations or defaultsdefaults that would not, singly individually or in the aggregate, that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement the Operative Documents to which the Company is a party, 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 by the Company) Operative Documents and compliance by the Company with its obligations hereunder under the Operative Documents have been duly authorized by all necessary corporate action and, assuming receipt of the Credit Agreement Amendment and amendment to the NTFC Facility, 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 Lien upon any property or assets of the Company or any Subsidiary of its Subsidiaries pursuant to, the Agreements and Instruments Contracts (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances Liens that would not, singly individually or in the aggregate, result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the charter or by-laws (or equivalent constitutive documents) of the Company or any applicable law, statute, rule, regulationof its Subsidiaries or any Applicable Law, judgment, order, writ or decree of any government, government instrumentality Governmental Entity 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 for such violations that would not result in 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 Indebtedness (or any person Person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness note, debenture or Indebtedness by the Company or any Subsidiaryof its Subsidiaries. Except as set forth in the Senior Credit Agreement or otherwise on the Restrictions Schedule, none of the Subsidiaries of the Company are subject to any restrictions upon making loans or advances or paying dividends to, transferring property to, or repaying any Indebtedness owed to, the Company or another Subsidiary of the Company.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter or by-laws 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 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 or any Subsidiary, subsidiary is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, 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 in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) Statement and compliance by the Company with 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, (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 or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or 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 or any Subsidiary subsidiary or any of their assets, properties or operations except for operations, nor will such violations that would not result action cause the Rights to become exercisable or cause the Underwriter to become an Acquiring Person (as defined in a Material Adverse Effectthe 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 portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Subsidiaries is in violation of its charter or charter, by-laws or other 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 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 or any Subsidiary, Subsidiary is subject (collectively, “Agreements and Instruments”) ), except for such violations or defaults, singly or in the aggregate, 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, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) Statement 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, (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 or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the charter, by-laws or other organizational document 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 or any Subsidiary or any of their assets, properties or operations except for such violations that would not result in a Material Adverse Effectoperations. 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 portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Significant Subsidiaries is in violation of its charter or by-laws 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 or any Subsidiary of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary, of its Significant Subsidiaries is subject (collectively, “Agreements and Instruments”"AGREEMENTS AND INSTRUMENTS") except for such violations or defaults, singly or in the aggregate, that defaults as would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities by and the Companyuse 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, (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 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 Subsidiary of its Significant Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would notthat, singly or in the aggregate, would not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any of its Significant 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 or any Subsidiary of its Significant Subsidiaries or any of their assets, properties or operations except for such violations that would not result in a Material Adverse Effectoperations. As used herein, a “Repayment Event” "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 portion of such indebtedness by the Company or any Subsidiaryof its Significant Subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its subsidiaries is in violation of its charter constituting or by-laws operative document or 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 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 or any Subsidiary, of its subsidiaries is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults, singly or in the aggregate, defaults that would not result in a Material Adverse Effect; the issue and sale of the Securities, the execution, delivery and performance of this Agreement Agreement, [the International Underwriting 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, thereby or in the Prospectus and the consummation of the transactions contemplated herein herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) Company hereunder [and under the International Underwriting Agreement]), the compliance by the Company with its obligations hereunder and under the [International Underwriting Agreement and] 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, (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 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 Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would notthat, singly or in the aggregate, would not result in a Material Adverse Effect), or nor will such action result in any violation of the provisions of the constituting or operative document or agreement 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 or any Subsidiary of its subsidiaries or any of their assetsassets or properties, properties or operations except for such violations that singly or in the aggregate 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 material note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the Company or any of its subsidiaries to repurchase, redemption redeem or repayment of repay all or a portion of such indebtedness by the Company or any Subsidiaryindebtedness.

Absence of Defaults and Conflicts. Neither the Company nor any Subsidiary of its Subsidiaries is in (i) violation of its charter organizational documents, or by-laws (ii) default (whether with or in default 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 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 result in a Material Adverse Effect. The issuance and sale of the property Securities to be sold by the Company and the compliance by the Company and the Operating Partnership with all of the provisions of this Agreement and all other transactions herein contemplated by the Company or assets the Operating Partnership do not and will not: (A) conflict with, or result in any breach of, or constitute a default under nor constitute any event which (with 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 subject a party or by which any of them or their respective properties or assets may be bound or affected, (collectively, “Agreements and Instruments”iii) except for such violations any law or defaults, singly regulation binding upon or in the aggregate, 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, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities by the Company) and compliance by applicable to the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will notor any Subsidiary or any of their respective properties or assets or (iv) any decree, whether with judgment 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 order applicable to 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 charge, claim or encumbrance upon any property or assets of the Company or any Subsidiary pursuant toSubsidiary, the Agreements except in each case described in clauses (A)(ii) through (iv) and Instruments (except B) of this sentence for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that and violations as would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), or result and in any violation the case described in clause (B) of any applicable lawthis sentence for liens, statutecharges, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over claims and encumbrances in connection with certain indebtedness described in the Company or any Subsidiary or any of their assets, properties or operations except for such violations that would not result in a Material Adverse Effect. As used herein, a Prospectus under the caption “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any SubsidiaryOutstanding Indebtedness.”