Common use of Absence of Defaults and Conflicts Clause in Contracts

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. (A) The Company is not execution, delivery and performance of this Distribution Agreement, the Indenture, the Notes, the Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in violation connection with the issuance of its Amended the Notes and Restated Certificate the transactions contemplated thereby, (B) the performance of Incorporation the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the “Charter”"ISSUANCE DOCUMENTS"), or Amended and Restated Bylaws (C) the “Bylaws”); none consummation of the Subsidiaries, transactions contemplated in the Prospectus (including the Bankissuance and sale of the Notes and the use of proceeds therefrom as described in the Prospectus) and (D) the compliance by the Trust with its obligations under the Issuance Documents, is in do not and will not constitute a breach, violation or default which (1) gives the holder of its charterany note, bylaws debenture or other organizational documents and neither evidence of indebtedness (or any person acting on such holder's behalf) the Company nor any right to require the repurchase, redemption or repayment of its Subsidiaries is in default all or a portion of such indebtedness by the Trust, or (2) results in the performance creation or observance imposition of any obligationlien, agreementcharge or encumbrance upon any assets, covenant properties or condition contained in operations of the Trust pursuant to, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its Subsidiaries Trust 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 Trust is subject (collectivelysubject, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions Trust's Certificate of the Charter or Bylaws of the Company Trust or the charter, bylaws Trust Agreement and the Trust is not in default in the performance or other organizational document of any Subsidiary; nor will such action result in any violation observance 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 Trust or any of their its assets, properties or operations operations; 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 of 2001, as amended (except for such violations the "USA PATRIOT ACT"); PROVIDED, FURTHER that would not, individually or in the aggregatecase of clause (1) of this SECTION 1.2.4, reasonably be expected this representation and warranty shall not extend 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 that would not result in a Trust Material Adverse Effect and in the case of all or a portion clause (2) of such indebtedness by the Company or any Subsidiary.this SECTION

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Material 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 of its Material 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 Material Subsidiary is subject (collectively, “"Agreements and Instruments”"), except, in each case other than with respect to the charter or in violation by-laws of any law or statute the Company or any judgmentof its Material Subsidiaries, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Distribution Agreement, any applicable Terms Agreement or Pricing Supplement and the Indenture, and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein and therein, and in the Registration Statement and the Prospectus (including the issuance and sale of the Shares Notes and the use of the proceeds from the sale of the Shares Notes as described under the caption "Use of Proceeds" in the Prospectus under the caption “Use of Proceeds”relating to such Notes) 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, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any assets, property or assets operations of the Company or any Subsidiary of its Material Subsidiaries pursuant to, the any Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the charter, bylaws any of its Material Subsidiaries 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 ("Relevant Laws") or any Subsidiary of its Material Subsidiaries or any of their assets, properties or operations (except except, in each case other than with respect to the charter or by-laws of the Company or any of its Material Subsidiaries or Relevant Laws, for such conflicts, breaches, defaults, Repayment Events, liens, charges, encumbrances, or violations that would not, individually or in the aggregate, reasonably be expected to 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 Material Subsidiaries.

Absence of Defaults and Conflicts. The Neither the --------------------------------- Company is not in violation nor any of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, subsidiaries is in violation of its charter, bylaws charter or other organizational documents and neither the Company nor any of its Subsidiaries is by-laws or partnership agreement 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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ") except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to -------------------------- 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 therein, and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption “Use of Proceeds”) and compliance by each of the Company and the Operating Partnership with its obligations hereunder have been duly authorized by all necessary corporate and partnership action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter charter or Bylaws bylaws of the Company or the charter, charter or bylaws or other organizational document partnership agreement of any Subsidiary; nor will such action result in any violation 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 of its subsidiaries or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)operations. As used herein, a “"Repayment Event” " means any --------------- event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended second amended and Restated Certificate restated articles of Incorporation incorporation (as amended and restated, the “Charter”), or Amended amended and Restated Bylaws restated bylaws (as amended and restated, the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws or other organizational documents and 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 contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries 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 of its Subsidiaries 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”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and the . The execution, delivery and performance of this Underwriting Agreement, the applicable Terms Agreement and the Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by the Company and each Guarantor 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 therein, and in the Registration Statement and the Prospectus (including the issuance and sale of the Shares Underwritten Securities and the use of the proceeds from the sale of the Shares Underwritten Securities as described in the Prospectus under the caption “Use of Proceeds”” in the Prospectus relating to such Underwritten Securities) and compliance by the Company and each Guarantor 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, 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 such conflictsInstruments, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws (or other organizational documents) of the Company or the charter, bylaws any of its subsidiaries 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 of its subsidiaries or any of their respective assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)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. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries 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 of its Subsidiaries 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”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement and the Forward Agreement and any other agreement or instrument entered into or issued, or to be entered into or issued, in connection with the transactions contemplated hereby or thereby and the consummation of the transactions contemplated herein and therein, therein and in the Registration Statement Statement, the Prospectus or the Disclosure Package (including the issuance and sale of the Shares Securities, the settlement by the Company of the Forward Agreement and the use of the any proceeds from the sale of the Shares Securities as described in the Prospectus therein 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, 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 Agreements and Instruments (except for such conflictsInstruments, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws (or other organizational documents) of the Company or the charter, bylaws any of its subsidiaries 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 of its subsidiaries or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)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. The Neither the Company is not in violation nor any of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, Material Subsidiaries is in violation of its chartercharter or by-laws. To the Company's best knowledge after due inquiry, bylaws except as disclosed in the Registration Statement or other organizational documents and Prospectus, neither the Company nor any of its Subsidiaries 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 of its Subsidiaries 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”"), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to 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 therein, and in the Registration Statement and the Prospectus (including the issuance and sale of the Shares Underwritten Securities and the use of the proceeds from the sale of the Shares Underwritten 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 and, (A) do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Company or any Subsidiary of its subsidiaries pursuant to, the any Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action B) result in any violation of (i) the provisions of the Charter charter or Bylaws by-laws of the Company or the charter, bylaws any of its subsidiaries or other organizational document of any Subsidiary; nor will such action result in any violation of (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 for such defaults, Repayment Events and violations that would not, individually or in the aggregate, reasonably be expected to 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 subsidiaries.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any 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 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"), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Company Material Adverse Effect; and the execution, delivery and performance of this the 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 therein, and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under and the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or not constitute a breach ofbreach, violation or default or Repayment Event (as defined belowA) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s '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. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its constituting or 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 of its Subsidiaries 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”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ") except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to 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 and thereinherein, therein and in the Registration Statement Prospectus (including the issuance and sale of the Shares Securities by the Company hereunder [and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption “Use of Proceeds”) and 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, 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 or defaults or liens, charges or encumbrances that would notthat, individually singly or in the aggregate, reasonably be expected to would not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter constituting or Bylaws operative document or agreement of the Company or the charter, bylaws any of its subsidiaries 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 of its subsidiaries or any of their assetsassets or properties, properties or operations (except for such violations that would not, individually singly or in the aggregate, reasonably be expected to 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. The Company is not in violation of its Amended and Restated Certificate of Incorporation Incorporation, as amended (the “Charter”), or Amended and Restated Bylaws Bylaws, as amended (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws or other organizational documents and neither the Company nor any of its Subsidiaries is (A) 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 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 is subject (collectively, “Agreements and Instruments”), or (B) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except (with respect to both (A) and (B) above) for such violations or defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption heading “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate Articles of Incorporation Incorporation, as amended, (the “Charter”), or Amended and Restated Bylaws Regulations, as amended (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in each case for such violations or defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The None of the Company is not in violation or any --------------------------------- of its Amended and Restated Certificate of Incorporation subsidiaries or JV Partners (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, i) is in violation of its chartercharter or by-laws, bylaws or other organizational documents and neither the Company nor any of its Subsidiaries (ii) is in default in any respect, and no event has occurred which, 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 of its Subsidiaries it is a party or by which it or any of them may be bound, is bound or to which any of the its property or assets of the Company or any Subsidiary is subject or (collectivelyiii) is in violation in any respect of any law, “Agreements ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject except in the cases of clauses (ii) and Instruments”(iii), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that which would not, individually or in the aggregate, reasonably be expected to result in not have a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated herein and therein, hereby and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute result in a breach or violation of any of the terms or provisions of, or constitute a default or Repayment Event (as defined below) under, or result in the creation or imposition of any a lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary subsidiary or JV Partner pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Agreements and Instruments Company or any of its subsidiaries or the JV Partners is a party or by which the Company or any of its subsidiaries or the JV Partners is bound or to which any of the property or assets of the Company or any of its subsidiaries or the JV Partners is subject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in case of such occurrence which would not have a Material Adverse Effect); , nor will such action actions result in any violation of (a) the provisions of the Charter charter or Bylaws by-laws of the Company or any of its subsidiaries or the charterJV Partners or (b) any statute or any order, bylaws rule or other organizational document regulation 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, or governmental agency or body having jurisdiction over the Company or any Subsidiary of its subsidiaries or the JV Partners or any of their properties or assets, properties or operations (except for such violations that would not, individually or in the aggregatecase of clause (b), reasonably be expected to result in any violation which would not have a Material Adverse Effect). As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary or JV Partner.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries subsidiaries is (A) in violation of its respective 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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement Agreement, the Company’s compliance with the Certificate of Designation and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the offering, issuance and sale of the Shares Securities pursuant to this Agreement, the issuance and delivery of the Underlying Securities pursuant to the Certificate of Designation and the use of the proceeds to the Company from the sale of the Shares 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, 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 breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); , nor will such action result in any violation of (A) the provisions of the Charter charter or Bylaws by-laws of the Company or the charter, bylaws any of its subsidiaries or other organizational document of any Subsidiary; nor will such action result in any violation of (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 (except for such violations that would not, individually or in the aggregate, reasonably be expected to 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 its subsidiaries.

Absence of Defaults and Conflicts. The Neither the Company is not in violation of its Amended and Restated Certificate of Incorporation (nor the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, Bank is in violation of its charter, bylaws charter or other organizational documents and neither the Company nor any of its Subsidiaries is 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 of its Subsidiaries the Bank is a party or by which it or any either of them may be bound, or to which any of the property or assets of the Company or any Subsidiary the Bank is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ) except for such violations or defaults that would could not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or 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 or defaults or liens, charges or encumbrances that would could not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the charter, bylaws Bank 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 the Bank or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)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 Subsidiarythe Bank.

Absence of Defaults and Conflicts. The Company is not Other than as disclosed in violation of its Amended and Restated Certificate of Incorporation (the “Charter”)Public Disclosure Record or otherwise disclosed to the Agents, or Amended and Restated Bylaws (neither the “Bylaws”); none of the Subsidiaries, including the Bank, Corporation nor any Material Subsidiary is in violation of its chartermaterial violation, bylaws default or other organizational documents and neither the Company nor any of its Subsidiaries is in default in the performance or observance of any obligationbreach of, 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use 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 Corporation with its obligations hereunder have been duly authorized by all necessary corporate action and do thereunder, each of the sale, issue and delivery (as applicable) of the Unit Shares and Warrants comprising the Offered Units, the Warrant Shares upon due exercise of the Warrants, the Compensation Options, the Compensation Shares and Compensation Warrants upon due exercise of the Compensation Options, and the Compensation Warrant Shares upon due exercise of the Compensation Warrants, in accordance with their respective terms, does not and will not, whether with or without the giving of notice or passage of time or both, conflict with result in a material violation, default or constitute a breach of, or default or Repayment Event (as defined below) underconflict with, or result in a Repayment Event or the creation or imposition of any lien, charge or encumbrance Lien (other than a Permitted Encumbrance) upon any property or assets of the Company Corporation or any Subsidiary pursuant toMaterial Subsidiary, including the Business Assets, under the terms or provisions of (i) any Material Agreements and Instruments or material Debt Instruments, (except for such conflictsii) the notice of articles, breaches articles or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation resolutions of the provisions directors or shareholders of the Charter or Bylaws of Corporation which are in effect as at 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.date hereof,

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), charter or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ) except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse EffectEffect or that have been waived; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or 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, defaults or defaults Repayment Events or liens, charges or encumbrances that would notthat, individually singly or in the aggregate, reasonably be expected to would not result in a Material Adverse Effect); , nor will such action result in any violation of (i) the provisions of the Charter charter or Bylaws by-laws of the Company or the charter, bylaws or other organizational document of any Subsidiary; nor will such action result in any violation of (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 or any of their its assets, properties or operations operations, except in the case of (except for such ii) any violations that would notthat, individually singly or in the aggregate, reasonably be expected to 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 SubsidiaryCompany.

Absence of Defaults and Conflicts. The Neither the Company is not in violation nor any of --------------------------------- its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, subsidiaries is in violation of its charter, bylaws charter or other organizational documents and neither the Company nor any of its Subsidiaries is 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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”"), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to 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 therein, and in the Registration Statement and the Prospectus (including the issuance and sale of the Shares Underwritten Securities and the use of the proceeds from the sale of the Shares Underwritten 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, 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 or defaults or breaches, defaults, events, liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the charter, bylaws any Subsidiary 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 assetsproperties, properties assets or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)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 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. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries 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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ) except for such violations or defaults that would not, individually or in the aggregate, 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 therein, and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or 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, defaults or defaults Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, 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 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 subsidiary or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, not reasonably be expected to result in have a Material Adverse Effect)) or the provisions of the charter or by-laws of the Company or any subsidiary. 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. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries 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 of its Subsidiaries 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”"), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement Agreement, the Indenture, the Notes 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 by the Prospectus, the consummation of the transactions contemplated herein and therein, and in the Registration Statement Prospectus (including the issuance and sale of the Shares Notes and the use of the proceeds from the sale of the Shares therefrom as described in the Prospectus under the caption “Use of Proceeds”Prospectus) and the compliance by the Company with its obligations hereunder and under the Indenture, the Notes and such other agreements or instruments have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or the passage of time or both, conflict with or constitute a breach of, or default or event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries (a "Repayment Event (as defined belowEvent") 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 such conflictsInstruments, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the charter, bylaws any of its subsidiaries 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 of its subsidiaries or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryoperations.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none None of the Subsidiaries, including Company or any of the Bank, Significant Subsidiaries is in violation of its charter, bylaws bylaws, or other organizational documents and neither documents, as the case may be; none of the Company nor or any of its the Significant 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 of its Subsidiaries it is a party or by which it or any of them may be bound, is bound or to which any of the property their respective properties or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults under Agreements and Instruments that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and the execution, delivery and performance of this Agreement by the Company, the sale and delivery of the Offered Securities, the consummation by the Company of the transactions contemplated herein and thereinby this Agreement, and in the Registration Statement (including the issuance and sale of the Shares and the use 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 the terms of this Agreement, do not and will not, whether with or without the giving of notice or passage of time or both, violate, conflict with or constitute a breach of, or default or Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property properties or assets of the Company or any Subsidiary Significant Subsidiaries pursuant to, the any Agreements and Instruments (Instruments, except for such violations, conflicts, breaches breaches, defaults, Debt Repayment Triggering Events or defaults or liens, charges or encumbrances Liens that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect); , nor will such action the same result in any violation of the provisions of the Charter or Bylaws of the Company or the charter, bylaws or other organizational document documents 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 Significant Subsidiary or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness violation by the Company or its subsidiaries of any Subsidiary.applicable laws, statutes, rules, regulations, judgments, orders, writs or decrees of any Governmental

Absence of Defaults and Conflicts. (A) The Company is not execution, delivery and performance of this Distribution Agreement, the Indenture, the Notes, the Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in violation connection with the issuance of its Amended the Notes and Restated Certificate the transactions contemplated thereby, (B) the performance of Incorporation the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the “Charter”"ISSUANCE DOCUMENTS"), or Amended and Restated Bylaws (C) the “Bylaws”); none consummation of the Subsidiaries, transactions contemplated in the Prospectus (including the Bankissuance and sale of the Notes and the use of proceeds therefrom as described in the Prospectus) and (D) the compliance by the Trust with its obligations under the Issuance Documents, is in do not and will not constitute a breach, violation or default which (1) gives the holder of its charterany note, bylaws debenture or other organizational documents and neither evidence of indebtedness (or any person acting on such holder's behalf) the Company nor any right to require the repurchase, redemption or repayment of its Subsidiaries is in default all or a portion of such indebtedness by the Trust, or (2) results in the performance creation or observance imposition of any obligationlien, agreementcharge or encumbrance upon any assets, covenant properties or condition contained in operations of the Trust pursuant to, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its Subsidiaries Trust 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 Trust is subject (collectivelysubject, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions Trust's Certificate of the Charter or Bylaws of the Company Trust or the charter, bylaws Trust Agreement and the Trust is not in default in the performance or other organizational document of any Subsidiary; nor will such action result in any violation observance 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 Trust or any of their its assets, properties or operations operations; 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 of 2001, as amended (except for such violations the "USA PATRIOT ACT"); PROVIDED, FURTHER that would not, individually or in the aggregatecase of clause (1) of this SECTION 1.2.4, reasonably be expected this representation and warranty shall not extend 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 that would not result in a Trust Material Adverse Effect and in the case of all clause (2) of this SECTION 1.2.4, this representation and warranty shall not extend to such lien, charges or a portion of such indebtedness by the Company encumbrances or any Subsidiaryviolations or defaults that would not result in a Trust Material Adverse Effect.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries is in violation of its 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 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”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to 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, therein and in the Registration Statement (including the issuance and sale of the Shares and Securities by the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption “Use of Proceeds”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, 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 breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse EffectEffect or not materially adversely affect consummation of the transactions contemplated by this Agreement); , nor will such action result in any violation of of (i) the provisions of the Charter or Bylaws Organizational Documents of the Company Company, (ii) the provisions of the Organizational Documents of the Subsidiaries or the charter, bylaws or other organizational document of any Subsidiary; nor will such action result in any violation of (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 clause (except iii) only, for any such violations violation that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect)Effect or not materially adversely affect consummation of the transactions contemplated by this Agreement. 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. The Neither the Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none nor any of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws charter or other organizational documents and neither the Company nor any of its Subsidiaries is 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 of its 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 of the Subsidiaries is subject (collectively, “Agreements and Instruments”), ) or has violated or is in violation of any law or statute of the laws, rules and regulations administered by the United States Centers for Medicare and Medicaid Services (“CMS”), the United States Food and Drug Administration (the “FDA”), the Substance Abuse and Mental Health Services Administration (the “SAMHSA”) and by the Drug Enforcement Administration (the “DEA”), or any other applicable law, statute, rule, regulation, judgment, order, rule writ or regulation decree of any court government, government instrumentality or arbitrator court, domestic or governmental foreign, having jurisdiction over the Company or regulatory authorityany of the Subsidiaries or any of their assets or properties, except in each case for such defaults or violations that have been disclosed or defaults that would not, individually not singly or in the aggregate, reasonably be expected to aggregate result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement Agreement, the Indenture, the Notes, the Guarantees and any other agreement or instrument entered into or issued or to be entered into or issued by the Company or any of the Guarantors in connection with the consummation of the transactions contemplated by this Agreement herein and therein, and in the Registration Statement Time of Sale Prospectus and the Prospectus (including the issuance and sale of the Shares Notes and the Guarantees, the use of the proceeds from the sale of the Shares Notes and the Guarantees as described in the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Guarantors with its their respective obligations hereunder under this Agreement, the Indenture, the Notes and the Guarantees have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would notthat, individually singly or in the aggregate, reasonably be expected to would not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or any of the charter, bylaws Subsidiaries 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 of the Subsidiaries or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryoperations.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries 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 of its Subsidiaries it is a party or by which it or any of them or their properties may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject bound (collectively, “Agreements and Instruments”), ) where the consequences of such violation or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, in this Agreement and in the Registration Statement Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action of the Company and do not and will not, whether with or without the giving of notice or passage of time or both, 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 Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflictsInstruments, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the Charter charter or Bylaws by‑laws of the Company or the charter, bylaws any subsidiary 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 subsidiary or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)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 Subsidiarysubsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), charter or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws 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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ) except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement the Operative Documents, 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 Offering Memorandum and the consummation of the transactions contemplated herein and therein, and in the Registration Statement Offering Memorandum (including the issuance and sale of the Shares Notes and the use of the proceeds from the sale of the Shares Notes as described in the Prospectus Offering Memorandum under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action or authorized by all requisite action set forth in the Company’s organizational documents and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would notthat, individually singly or in the aggregate, reasonably be expected to would not result in a Material Adverse Effect); Effect or are granted pursuant to the Senior Secured Credit Facility, nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws or other similar organizational documents of the Company or the charter, bylaws any of its subsidiaries 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 its assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)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. The Neither the Company nor any of its subsidiaries is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”)Incorporation, or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws by-laws or other organizational documents and neither the Company nor any of its Subsidiaries is 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 of its Subsidiaries 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”"), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the Change. The execution, delivery and performance of this Underwriting Agreement, the applicable Terms 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, the General Disclosure Package and the Prospectus and the consummation of the transactions contemplated herein and therein, and in the Registration Statement Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Shares Underwritten Securities and the use of the proceeds from the sale of the Shares Underwritten Securities as described in the Prospectus under the caption “"Use of Proceeds”" as well as 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, 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 such conflictsInstruments, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the Charter charter, by-laws or Bylaws other organizational documents of the Company or the charter, bylaws any of its subsidiaries 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 of its subsidiaries or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. The Company Trust is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”)Declaration or by-laws, or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws 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 of its Subsidiaries 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 Trust is subject (collectively, “"Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ") except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Management Agreement, the Sub-Advisory Agreement, the Custodian Agreement, the Transfer Agent and Service Agreement and the Auction Agency Agreement referred to in the Registration Statement (as used herein, the "Management Agreement," the "Sub-Advisory Agreement," the "Custodian Agreement," the "Transfer Agency Agreement," and the "Auction Agency Agreement" respectively, and collectively, the "Trust Agreements") and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares AMPS and the use of the proceeds from the sale of the Shares AMPS as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company Trust with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (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 Trust pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter declaration of trust or Bylaws by-laws of the Company Trust 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 Trust or any of their its assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any SubsidiaryTrust.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries 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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”"), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Underwriting Agreement, the applicable Terms Agreement and the Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein and therein, and in the Registration Statement and the Prospectus (including the issuance and sale of the Shares Underwritten Debt Securities and the use of the proceeds from the sale of the Shares Underwritten Debt 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, 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 such conflicts, breaches or defaults breaches, defaults, events or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); ) nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the charter, bylaws any of its subsidiaries 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 of its subsidiaries or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate Articles of Incorporation Incorporation, as amended (the “Charter”), or Amended and Restated Bylaws Bylaws, as amended (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would could not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement the Operative Documents and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would could not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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 could not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Neither the Company is not in violation nor any of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, Significant Subsidiaries is in violation of its charter, bylaws or other organizational documents and documents, as the case may be; none of the other subsidiaries of the Company are in violation of their respective charter, bylaws or other organizational documents, as the case may be, in any material respect; neither the Company nor any of its Subsidiaries 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 of its Subsidiaries it is a party or by which it or any of them may be bound, bound or to which any of the property their respective properties or assets of the Company or any Subsidiary is subject (collectively, “"Agreements and Instruments”"), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults under Agreements and Instruments that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Registration Rights Agreement by the Company, the issuance, sale and delivery of the Notes, the consummation of the transactions contemplated herein by this Agreement, the Indenture and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption “Use of Proceeds”) Rights Agreement, and compliance by the Company with its obligations hereunder the terms of this Agreement, the Indenture, the Registration Rights Agreement, the Notes, 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, violate, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property properties or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the any Agreements and Instruments (Instruments, except for such conflicts, breaches or breaches, defaults or liensLiens that, charges or encumbrances that would not, individually singularly or in the aggregate, reasonably be expected to would not result in a Material Adverse Effect); Effect and that would not (i) jeopardize the Company's ability to consummate the transactions contemplated by this Agreement, the Indenture and the Registration Rights Agreement or (ii) impair or adversely affect the enforceability of this Agreement, the Indenture or the Registration Rights Agreement against the Company, nor will such action any of the foregoing result in any violation of the provisions of the Charter or Bylaws of the Company or the charter, bylaws or other organizational document documents 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 of its subsidiaries or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness violation by the Company or any Subsidiaryof its subsidiaries of any applicable laws, statutes, rules, regulations, judgments, orders, writs or decrees of any government, governmental authority, agency or instrumentality or court (collectively, "Governmental Entities").

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries is (a) in violation of its charter or by-laws, (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 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”"), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to 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 Effect or (c) in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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 of its Subsidiaries or any of their assets, properties or operations (operations, except for such violations that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect). The execution, delivery and performance of this Underwriting Agreement, the applicable Terms Agreement and each applicable Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described 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, (i) conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Company or any of its Subsidiaries pursuant to, any Agreements and Instruments, nor will such action result in any violation of (a) the provisions of 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 of its Subsidiaries or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation Incorporation, as amended (the “Charter”), or Amended and Restated Bylaws By-Laws, as amended (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would could not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would could not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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 could not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate Articles of Incorporation Incorporation, as amended (the “Charter”), or Third Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate restated articles of Incorporation incorporation (the “Charter”), or Amended and Restated Bylaws bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any material 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 material 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries is (a) in violation of its charter or by-laws, (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 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”"), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to 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 Effect or (c) in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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 of its Subsidiaries or any of their assets, properties or operations (operations, except for such violations that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect). The execution, delivery and performance of this Underwriting Agreement, the applicable Terms Agreement and each applicable Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described 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, (i) conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Company or any of its Subsidiaries pursuant to, any Agreements and Instruments, nor will such action result in any violation of (a) the provisions of 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 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 Subsidiary.'s

Absence of Defaults and Conflicts. The Company is not Except as otherwise disclosed in violation of its Amended the Registration Statement, the Prospectus and Restated Certificate of Incorporation (the “Charter”)General Disclosure Package, or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither the Company nor any 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 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 is subject (collectively, “"Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ") except for such violations or defaults that would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement the Underwriting Agreements and the consummation of the transactions contemplated herein and thereinherein, and in the Deposit Agreement, the Registration Statement and the Prospectus (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Registration Statement and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or 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, defaults or defaults Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of (i) the Charter charter or Bylaws by-laws of the Company or the charter, bylaws any Subsidiary or other organizational document of any Subsidiary; nor will such action result in any violation of (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 or any of their assets, properties or operations operations, provided in the case of (ii) only, except for such violations that would not, individually or in the aggregate, reasonably be expected to result in not have a Material Adverse Effect). As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate Articles of Incorporation Incorporation, as amended (the “Charter”), or Amended and Restated Bylaws Bylaws, as amended (the “Bylaws”); none of the Subsidiaries, including Subsidiaries (other than the Bank, ) is in violation of its charter, bylaws or other organizational documents and neither the Company nor any of its Subsidiaries (other than the Bank) 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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 notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter or bylaws, its partnership agreement, declaration of trust or trust agreement, or its limited liability company agreement (or other similar agreement), as the case may be, 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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property respective properties or assets of the Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in not have a Material Adverse Effect; and the execution, delivery and performance of this Agreement Agreement, any Confirmations and any Terms Agreements and the consummation of the transactions contemplated herein and therein, and in the Registration Statement therein (including the issuance and sale of the Shares and any Confirmation Shares (as defined below) by the Company and the use of the proceeds from the sale of the Shares and any Confirmation Shares 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 thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (any Agreement or Instrument, except for such conflicts, breaches or defaults or liens, charges or encumbrances that would notthat, individually or in the aggregate, reasonably be expected to result in would not have a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter charter or Bylaws 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, or governmental or court judgment, order, writ or decree. Neither the Company nor any of its subsidiaries is subject to any governmental or court judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over that is material with respect to the Company or any Subsidiary or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)and its subsidiaries considered as one enterprise. 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 or any of its subsidiaries.

Absence of Defaults and Conflicts. The Company Fund is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”)Charter or by-laws, or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws 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 of its Subsidiaries 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 Fund is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ) except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Administration Agreement, the Sub-Administration Agreement, the Investment Management Agreement, the Custodian Agreement, the Transfer Agent and Service Agreement and the Auction Agency Agreement referred to in the Registration Statement (as used herein, the “Administration Agreement,” the “Sub-Administration Agreement,” the “Management Agreement,” the “Custodian Agreement,” the “Transfer Agency Agreement” and the “Auction Agency Agreement,” respectively) and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares AMPS and the use of the proceeds from the sale of the Shares AMPS as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company Fund with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (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 Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter or Bylaws by-laws of the Company Fund 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 Fund or any of their its assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)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 SubsidiaryFund.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate Articles of Incorporation Incorporation, as amended (the “Charter”), or Amended and Restated Bylaws Bylaws, as amended (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws or other organizational documents and neither the Company nor any of its Subsidiaries is (A) 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 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 is subject (collectively, “Agreements and Instruments”), or (B) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except except, in the case of clauses (A) and (B), for such violations or defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated herein and therein, and in the Registration Statement by the Company (including the issuance and sale of the Shares and the use 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, 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 or defaults or breaches, defaults, Repayment Events, liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the charter, bylaws or other organizational document documents 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, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.Repayment

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter or bylaws or its partnership agreement, as the case may be, 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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property respective properties or assets of the Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”"), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in not have 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 therein (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares 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, 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 (any Agreement or Instrument, except for such conflicts, breaches or defaults or liens, charges or encumbrances that would notthat, individually or in the aggregate, reasonably be expected to result in would not have a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter charter or Bylaws 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, or governmental or court 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)decree. 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 of the Company or any of its subsidiaries.

Absence of Defaults and Conflicts. The Neither the Company is not in violation nor any of its Amended and Restated Certificate of Incorporation subsidiaries is (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is i) in violation of its charter, bylaws memorandum of association, bye-laws, by-laws or other similar incorporation or organizational documents and neither the Company nor any of its Subsidiaries is 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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”), or except in violation the case of any law or statute or any judgment(ii), order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or and defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effectmaterial adverse effect on the Company and its subsidiaries, taken as a whole; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, in this Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption “Use of Proceeds”) Statement, 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 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 such conflictsInstruments, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the Charter charter, memorandum of association, bye-laws, by-laws or Bylaws similar organizational documents of the Company or the charter, bylaws any subsidiary 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 subsidiary or any of their assets, properties or operations operations, except in each case (except other than with respect to such charter, memorandum of association, bye-laws, by-laws or similar organizational documents of the Company) for such violations that conflicts, violations, breaches or defaults which would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect)material adverse effect on the Company and its subsidiaries, taken as whole. 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. The Company is not in violation of its Amended and Restated Certificate of Incorporation Incorporation, as amended (the “Charter”), or Amended Bylaws, as amended and Restated Bylaws restated (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws bylaws, 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the charter, bylaws 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 notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its respective certificate or articles of incorporation 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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ") except for such violations or defaults that would notas have not resulted, individually or in the aggregate, and are not reasonably be expected to result 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 (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its 5 ______________________________________________________________________________________________________________ obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter certificate or Bylaws articles of incorporation or by-laws of the Company or the charter, bylaws any of its subsidiaries 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 of its subsidiaries or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)operations. As used herein, a “"Repayment Event” " means any event or condition which that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s '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. The Company is not in violation of its Second Amended and Restated Certificate of Incorporation Incorporation, as amended (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that have not and would not, individually singly or in the aggregate, be 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 therein, and in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Neither the Company is not in violation nor any ----------------------------------------- of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, subsidiaries is in violation of its charter, bylaws or other organizational documents and neither the Company nor any of its Subsidiaries is 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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ") except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement Agreement, the Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the consummation of the transactions contemplated herein and therein, and in the Registration Statement and the Prospectus (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares 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, 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 or defaults or liens, charges charges, encumbrances or encumbrances a Repayment Event that would not, individually or in the aggregate, reasonably be expected to not 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 the Company or any Subsidiary; nor will such action result in any violation of 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. The Neither the Company nor any Subsidiaries is not (A) in violation of its Amended and Restated Certificate certificate of Incorporation incorporation or by-laws (the “Charter”or its equivalent), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither the Company nor any of its Subsidiaries is 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 of its Subsidiaries such 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 defaults that would not result in a Material Adverse Effect, or (C) in violation of any law or statute or any law, statute, rule, regulation, judgment, order, rule order or regulation of any court or arbitrator or governmental or regulatory authoritydecree, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement the Transaction Agreements and the consummation of the transactions contemplated herein and therein, and in the Registration Statement therein (including the issuance and sale of the Shares Securities by the Company and the use of the proceeds from the sale of the Shares Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have under the Transaction Agreements has been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter certificate of incorporation or Bylaws by-laws (or its equivalent) 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)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. The Company is not in --------------------------------- violation of its Amended and Restated Certificate of Incorporation (the “Charter”), charter or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws 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 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 is subject (collectively, “"Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ") except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to 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 (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or 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, to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws 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 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 where such violations that would not, individually or in the aggregate, reasonably be expected to result in violation could 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. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries subsidiaries is (A) in violation of its articles of incorporation or bylaws or other organizational documents or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ) except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Underwriting Agreement by the Company and the Bank and the consummation of the transactions contemplated herein and therein, and in the Registration Statement Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Bank with its their obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, 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 articles of incorporation or Bylaws bylaws or other organizational documents of the Company or the charter, bylaws any subsidiary 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 subsidiary or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness or obligation of the Company or any of its subsidiaries (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such note, debenture or other evidence of indebtedness or obligation by the Company or any Subsidiarysubsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate Articles of Incorporation (the “Charter”), or its Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Neither the Company is not in violation nor any of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, subsidiaries is in violation of its charter, bylaws by-laws or other organizational documents and neither the Company nor any of its Subsidiaries is governing documents, as applicable, 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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary its subsidiaries is subject (collectively, “"Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ") except for such violations or defaults that have not resulted or would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement Agreement, the Indenture and 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 Offering Memorandum (including the Registration Rights Agreement) and the consummation of the transactions contemplated herein and therein, therein and in the Registration Statement Offering Memorandum (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus Offering Memorandum under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, 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 its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would notthat, individually singly or in the aggregate, reasonably be expected to have not resulted or would not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter charter, by-laws or Bylaws other governing documents of the Company or the charter, bylaws its subsidiaries 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 its subsidiaries or any of their assets, properties assets or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)properties. 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 its subsidiaries. No default, or condition that with notice or lapse of time or both would constitute a default, exists with respect to any Subsidiaryagreement or obligation that would constitute "Senior Indebtedness" within the meaning of the Indenture.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate Articles of Incorporation Incorporation, as amended (the “Charter”), or Amended and Restated Bylaws Bylaws, as amended (the “Bylaws”); none of the Subsidiaries, including the Bank, . The Bank is not in violation of its charter, bylaws or other organizational documents and neither documents. Neither the Company nor any of its Subsidiaries the Bank 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 of its Subsidiaries the Bank is a party or by which it or any of them the Bank may be bound, or to which any of the property or assets of the Company or any Subsidiary the Bank is subject (collectively, “Agreements and Instruments”)) except such default that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.conflict

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither a) Neither the Company nor any 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ) except for such violations or and defaults that would not, individually or in the aggregate, reasonably be expected to result in case of this clause (a)(ii) as would not 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 and therein, or in any Terms Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); ii) nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the charter, bylaws or other organizational document of 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Neither the Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none nor any of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws charter or other organizational documents and neither the Company nor any of its Subsidiaries is 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 of its 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 of the Subsidiaries is subject (collectively, “Agreements and Instruments”), ) or has violated or is in violation of any law or statute of the laws, rules and regulations administered by the United States Centers for Medicare and Medicaid Services (“CMS”), the United States Food and Drug Administration (the “FDA”), the Substance Abuse and Mental Health Services Administration (the “SAMHSA”) and the Drug Enforcement Administration (the “DEA”), or any other applicable law, statute, rule, regulation, judgment, order, rule writ or regulation decree of any court government, government instrumentality or arbitrator court, domestic or governmental foreign, having jurisdiction over the Company or regulatory authorityany of the Subsidiaries or any of their assets or properties, except in each case for such defaults or violations that have been disclosed or defaults that would not, individually not singly or in the aggregate, reasonably be expected to aggregate result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement Agreement, the Indenture, the Notes 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 by this Agreement and therein, by the Time of Sale Prospectus and in the Registration Statement Prospectus (including the issuance and sale of the Shares Notes and the use of the proceeds from the sale of the Shares Notes 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 under this Agreement, the Indenture and the Notes have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would notthat, individually singly or in the aggregate, reasonably be expected to would not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or any of the charter, bylaws Subsidiaries 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 of the Subsidiaries or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryoperations.

Absence of Defaults and Conflicts. The Neither the Company nor any Subsidiaries is not (A) in violation of its Amended and Restated Certificate certificate of Incorporation incorporation or by‑laws (the “Charter”or its equivalent), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither the Company nor any of its Subsidiaries is 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 of its Subsidiaries such 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 defaults that would not result in a Material Adverse Effect, or (C) in violation of any law or statute or any law, statute, rule, regulation, judgment, order, rule order or regulation of any court or arbitrator or governmental or regulatory authoritydecree, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement the Transaction Agreements and the consummation of the transactions contemplated herein and therein, and in the Registration Statement therein (including the issuance and sale of the Shares Securities by the Company and the use of the proceeds from the sale of the Shares Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder have under the Transaction Agreements has been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter certificate of incorporation or Bylaws by‑laws (or its equivalent) 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its Subsidiaries.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation Formation, as amended (the “Charter”), or Third Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its articles of incorporation, charter, bylaws or other organizational documents and 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 contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate Articles of Incorporation Organization (the “Charter”), or Amended and Restated Bylaws By-laws (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries 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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”"), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; , and the execution, delivery and performance of this Agreement, the Registration Rights Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum and the consummation of the transactions contemplated herein and therein, and in the Registration Statement Offering Memorandum (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus Offering Memorandum under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, 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 (Instruments, except for such conflicts, breaches or defaults or liens, charges or encumbrances that would notthat, individually singly or in the aggregate, reasonably be expected to would not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the charter, bylaws any of its subsidiaries 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 of its subsidiaries or any of their assets, properties assets or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)properties. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or debenture, other evidence of indebtedness or preferred stock (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness or preferred stock by the Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. The None of the Company or any of the Guarantors is not (i) in violation of its Amended and Restated Certificate of Incorporation Organizational Documents, (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is ii) in violation of its charterany applicable law, bylaws statute, rule, regulation, judgment, order, writ or other organizational documents and neither the Company nor decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over Parent or any of its Subsidiaries is the Guarantors or any of their respective assets, properties or operations or (iii) in breach or default (or with or without the giving of notice or the passage of time or both, would be in breach 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityDocument, except in the case of clauses (ii) or (iii) for such violations violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to 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 and therein, therein and in the Registration Statement Preliminary Offering Memorandum, the General Disclosure Package and the Offering Memorandum (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus Preliminary Offering Memorandum and the Offering Memorandum under the caption “Use of Proceeds”) and compliance by the Company and the Guarantors with its their respective 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, 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 the Guarantors pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor any Company Documents. Such actions will such action not result in any violation of (i) the provisions of the Charter or Bylaws Organizational Documents of the Company or any of the charter, bylaws Guarantors or other organizational document of any Subsidiary; nor will such action result in any violation of (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 the Guarantors or any of its or their respective assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryoperations.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither a) Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws (or equivalent governing document(s)) 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or and defaults that would not, individually or in the aggregate, reasonably be expected to result in case of this clause (a)(ii) as would not 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 and therein, or in any Terms Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); ii) nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws (or equivalent governing document(s)) of the Company or the charter, bylaws or other organizational document of 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 (operations, except for such conflicts, breaches, violations that would not, individually or and defaults in the aggregate, reasonably be expected to result in case of clauses (b)(i) and (iii) as would not have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Company Manager is not in --------------------------------- violation of its Amended and Restated Certificate of Incorporation (the “Charter”), charter or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws 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 of its Subsidiaries 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, “for purposes of this paragraph, "Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ") except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the International Purchase Agreement and the Management Agreement and the consummation of the transactions contemplated herein and thereinherein, in the International Purchase Agreement, in the Management Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption “Use of Proceeds”) Statement, and compliance by the Company Manager with its obligations hereunder and under the International Purchase Agreement and the Management Agreement, have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary Manager pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company Manager 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 Manager or any of their its assets, properties or operations (operations, except for such violations that would notwhich, individually singly or in the aggregate, reasonably be expected to would result in a Material Adverse Effect). As used hereinin this Section, 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 SubsidiaryManager.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its --------------------------------- Subsidiaries is in violation of its charter or 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 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 is subject (collectively, “Agreements AAgreements and Instruments”Instruments@), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that as would not, individually or in the aggregate, reasonably be expected to 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 therein, and in the Registration Statement Prospectus (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus 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, 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 or defaults breaches, defaults, events or liens, charges or encumbrances that would notthat, individually singly or in the aggregate, reasonably be expected to would not 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 of its Subsidiaries or any of their assetsassets or properties, properties or operations (except for such violations that which violation would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or bylaws 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. The None of the Company or any of the Subsidiaries is not (A) in violation of its Amended and Restated Certificate articles of Incorporation (the “Charter”)incorporation, board of directors’ regulations, board of corporate auditors’ regulations, share handling regulations or similar organizational documents, or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither the Company nor any of its Subsidiaries is 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 of its the Subsidiaries is a party or by which it the Company or any of them the Subsidiaries may be bound, or to which any of the property or assets of the Company or any Subsidiary of the Subsidiaries is subject (collectively, “Agreements and Instruments”)) except, or in violation the case of any law or statute or any judgmentclause (B) above, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the Japanese Underwriting Agreement and the consummation of the transactions contemplated herein and therein, therein and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption “Use of Proceeds”) Deposit Agreement and compliance by the Company with its obligations hereunder and thereunder 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, 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, defaults or defaults Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter articles of incorporation, board of directors’ regulations, board of corporate auditors’ regulations, share handling regulations or Bylaws other organizational documents, if any, of the Company or the charter, bylaws any of its Subsidiaries 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 Japanese or foreign, having jurisdiction over the Company or any Subsidiary or any of their respective assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)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 Subsidiarysubsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any 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 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 is subject (collectively, “the "Agreements and Instruments”"), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement and the Indenture, and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein and therein, and in the Registration Statement and the Prospectus (including the issuance and sale of the Shares Notes and the use of the proceeds from the sale of the Shares Notes as described in the Prospectus under the caption “Use of Proceeds”Prospectus) 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, 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 pursuant to, the to any Agreements and Instruments (Instruments, except for such conflicts, breaches or defaults breaches, defaults, events or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the charter, bylaws any Subsidiary 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)operations. As used herein, a “"Repayment Event” " means any event or condition which that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s '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. The Company Fund is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”)Charter or by-laws, or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws 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 of its Subsidiaries 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 Fund is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ) except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Management Agreement, the Administration Agreement, the Sub-Administration Agreement, the Custodian Agreement, the Transfer Agent and Service Agreement and the Auction Agency Agreement referred to in the Registration Statement (as used herein, the “Management Agreement,” the “Administration Agreement,” the “Sub-Administration Agreement,” the “Custodian Agreement,” the “Transfer Agency Agreement” and the “Auction Agency Agreement,” respectively) and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares AMPS and the use of the proceeds from the sale of the Shares AMPS as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company Fund with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (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 Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter or Bylaws by-laws of the Company Fund 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 Fund or any of their its assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)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 SubsidiaryFund.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries is in material violation of its charter, bylaws, partnership or operating agreement or other governing documents, as applicable, or in default (or, with the giving of notice or lapse of time, would be 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 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 is subject (collectively, including without limitation, the credit agreements to which the Company and/or any of its Subsidiaries are a party and any “Loan Documents,” as such term is defined under any credit agreement, and any documents related to note agreements to which the Company and/or any of its Subsidiaries are a party, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the . The execution, delivery and performance by the Company of its obligations under this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (including the issuance and sale of the Offered Shares and the use of the proceeds from the sale of the Offered Shares as described in the Prospectus under in the caption “Use of Proceeds”” section of the Prospectus) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (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 conflictsInstruments, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of (A) the provisions of the Charter any charter, bylaws, partnership agreement, limited liability company agreement or Bylaws other governing documents of the Company or the charter, bylaws any of its Subsidiaries or other organizational document of any Subsidiary; nor will such action result in any violation of (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, which violations, in the case of clause (except for such violations that would notB), would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect)Change. 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. Except for permits, consents, approvals and similar authorizations required under the securities or “Blue Sky” laws of certain jurisdictions, and except for such permits, consents, approvals and authorizations which have been obtained, no permit, consent, approval, authorization or order of any court, governmental agency or body or financial institution is required in connection with the consummation of the transactions contemplated by this Agreement.

Absence of Defaults and Conflicts. This Agreement has been duly authorized, executed and delivered by the Corporation and this Agreement constitutes a valid and binding agreement of the Corporation enforceable against the Corporation in accordance with the terms hereof or thereof, as the case may be, except as the enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or general equitable principles. The Company Corporation is not in violation of its Amended and Restated Certificate articles or notice of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws articles or other organizational constating documents and neither the Company nor any of its Subsidiaries is 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 of its Subsidiaries a 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 Corporation is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, 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 thereintherein and compliance by the Corporation with its obligations hereunder and thereunder, and in the Registration Statement (including application of the issuance net proceeds from the offering and sale of the Shares and to be sold by the use of Corporation in the proceeds from the sale of the Shares as described manner set forth 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 action, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or of the assets of the Company Corporation or any Subsidiary of the Corporation, pursuant to, to the Agreements and Instruments (except for such conflictsInstruments, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of or conflict with the provisions of the Charter articles or Bylaws notice of articles or other constating documents of the Company Corporation or the charter, bylaws or other organizational document of any Subsidiary; nor will such action result in any violation of , 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 Corporation or any Subsidiary Subsidiary, or any of their its assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)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 SubsidiaryCorporation. This Agreement conforms in all material respects to the description thereof contained in the Offering Documents.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate Articles of Incorporation Incorporation, as amended (the “Charter”), or Amended and Restated Bylaws Bylaws, as amended (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ) except for such violations or defaults that would could not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would could not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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 could not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its respective 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, notemortgage, lease or other agreement or instrument that is material to the Company and its subsidiaries, taken as a whole, to which the Company or any of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries or their respective property is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the bound. 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 (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares 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 and under the Indenture and the Securities by the Company, compliance by the Company with all necessary corporate action provisions hereof and do thereof and the consummation of the transactions contemplated hereby and thereby will not and will not(a) require any consent, whether with approval, authorization or without other order of, or qualification with, any court or governmental body or agency (except such as may be required under the giving securities or Blue Sky laws of notice or passage of time or boththe various states), (b) conflict with or constitute a breach of any of the terms or provisions of, or a default or Repayment Event (as defined below) under, the charter or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets by-laws of the Company or any Subsidiary pursuant toof its subsidiaries or any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Agreements Company and Instruments (except for such conflictsits subsidiaries, breaches or defaults or lienstaken as a whole, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the Charter or Bylaws of which the Company or any of its subsidiaries is a party or by which the charterCompany or any of its subsidiaries or their respective property is bound, bylaws (c) violate or other organizational document of any Subsidiary; nor will such action result in any violation of conflict with any applicable law, statute, law or any rule, regulation, judgment, order, writ order or decree of any government, government instrumentality court or court, domestic any governmental body or foreign, agency having jurisdiction over the Company, any of its subsidiaries or their respective property, (d) result in the imposition or creation of (or the obligation to create or impose) a Lien under, any agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or any of its subsidiaries or their assetsrespective property is bound, properties or operations (except for such violations that would not, individually or e) result in the aggregatetermination, reasonably be expected to suspension or revocation of any Authorization (as defined below) of the Company or any of its subsidiaries or result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives other impairment of the rights of 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 SubsidiaryAuthorization.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate Articles of Incorporation Incorporation, as amended April 25, 2014 (the “Charter”), or Amended and Restated Bylaws Bylaws, as amended January 21, 2017 (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption “Use of Proceeds”Shares) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults breaches, defaults, Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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 notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate Articles of Incorporation Incorporation, as amended (the “Charter”), or Amended and Restated Bylaws Bylaws, as amended (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws or other organizational documents and neither the Company nor any of its Subsidiaries is (A) 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 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 is subject (collectively, “Agreements and Instruments”), or (B) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses (A) and (B), for such violations or defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated herein and therein, and in the Registration Statement by the Company (including the issuance and sale of the Shares and the use 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, 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 or defaults breaches, defaults, or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries 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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”"), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults under Agreements and Instruments that would not, individually or in the aggregate, not reasonably be expected to 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 and thereinin this Agreement, the International Purchase Agreement and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus Prospectuses under the caption “"Use of Proceeds”" and the completion of the Recapitalization) and compliance by the Company and CHS with its their obligations hereunder under this Agreement and the International Purchase Agreement have been duly authorized by all necessary corporate action and and, after giving effect to the use of proceeds as contemplated in the Prospectuses under the caption "Use of Proceeds," do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, CHS or any Subsidiary of their subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, 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 charter or Bylaws by-laws of the Company Company, CHS or the charterany of their subsidiaries or, 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 Company, CHS or any Subsidiary of their subsidiaries or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Company, CHS or any Subsidiaryof their subsidiaries.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation Formation, as amended (the “Charter”), or Fourth Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its articles of incorporation, charter, bylaws or other organizational documents and 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 contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation Formation, as amended to the date hereof (the “Charter”), or Sixth Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including Subsidiaries of the Bank, Company is in violation of its articles of incorporation, charter, bylaws or other organizational documents and 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 contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any 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 the Company is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or 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 the Company pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the charter, bylaws or other organizational document of any SubsidiarySubsidiary of the Company; 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 assets, properties or operations (except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its Subsidiaries.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries 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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ) except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement Agreement, the Indenture, the Securities and each of the Operative Agreements and the consummation of the transactions contemplated herein and therein, and in the Registration Statement Offering Memorandum (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus Offering Memorandum under the caption “Use of Proceeds”” and the issuance of the shares of Common Stock issuable upon settlement of the Purchase Contracts) and compliance by the Company with its obligations hereunder hereunder, and under the Indenture, the Securities and each of the Operative Agreements, have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws or other constituting or organizational instrument as in effect on the date hereof of the Company or the charter, bylaws any subsidiary 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 subsidiary 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, individually or in the aggregate, reasonably be expected to 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. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries 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 of its Subsidiaries 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”"), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement Agreement, the Indenture, the Notes 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 by the Prospectus, the consummation of the transactions contemplated herein and therein, and in the Registration Statement Prospectus (including the issuance and sale of the Shares Notes and the use of the proceeds from the sale of the Shares therefrom as described in the Prospectus under the caption “Use of Proceeds”Prospectus) and the compliance by the Company with its obligations hereunder and under the Indenture, the Notes and such other agreements or instruments have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or the passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s '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.of its subsidiaries (a "Repayment Event"), or result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Company or any of its subsidiaries pursuant to, any Agreements and Instruments, nor will such action result in

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries is in violation of its certificate of incorporation 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 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 is subject (collectively, “"Agreements and Instruments”"), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement Agreement, the Indenture and the Notes and the consummation of the transactions contemplated herein and therein, and in the Registration Statement Prospectus (including the issuance and sale of the Shares Notes and the use of the proceeds from the sale of the Shares Notes as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter certificate of incorporation or Bylaws by-laws of the Company or the charter, bylaws any Subsidiary 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 its assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary. No event has occurred nor has any circumstance arisen which, had the Notes been issued on any given Delivery Date, would constitute an Event of Default (as such term is defined in the Indenture).

Absence of Defaults and Conflicts. The Company Fund is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), Articles or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws Fund's 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 of its Subsidiaries 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 Fund is subject (collectively, “"Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ") except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, each Investment Co-Advisory Agreement with BIA and with SIA, the Administration Agreement, the Custodian Agreement, the Investment Company Service Agreement and the Auction Agency Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreements," the "Administration Agreement," the "Custodian Agreement," the "Transfer Agency Agreement" and the "Auction Agency Agreement," respectively) and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares AMPS and the use of the proceeds from the sale of the Shares AMPS as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company Fund with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (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 Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not 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 Articles or the charterFund's by-laws, 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 Fund or any of their its assets, properties or operations (operations, except for such violations that would not, individually or in the aggregate, reasonably be expected to result in not have a Material Adverse Effect). As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any SubsidiaryFund.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries 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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ") except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement Agreement, the Indenture, the Securities and each of the Operative Agreements and the consummation of the transactions contemplated herein and therein, and in the Registration Statement Prospectus (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares 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 hereunder, and under the Indenture, the Securities and each of the Operative Agreements, have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws or other constituting or organizational instrument as in effect on the date hereof of the Company or the charter, bylaws any subsidiary 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 subsidiary 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, individually or in the aggregate, reasonably be expected to 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. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any 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 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”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ") except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture and 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 Offering Memorandum, and the consummation of the transactions contemplated herein and therein, and in the Registration Statement Offering Memorandum (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus Offering Memorandum 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, 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 or defaults or liens, charges or encumbrances that would notthat, individually singly or in the aggregate, reasonably be expected to would not result in a Material Adverse Effect); , nor will such action result in any violation of (A) the provisions of the Charter charter or Bylaws by-laws of the Company or the charter, bylaws any of its Subsidiaries or other organizational document of any Subsidiary; nor will such action result in any violation of (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 assetsassets or properties, properties or operations in the case of this clause (B), except for such violations violation that would not, individually or in the aggregate, reasonably be expected to 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 Subsidiaries.

Absence of Defaults and Conflicts. The Neither the Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, nor any Subsidiary is in violation of its charter, bylaws or other organizational documents and neither the Company nor any provision of its Subsidiaries is 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 of its 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 is subject subject, including, without limitation, the agreements described in paragraph (xiii) below (collectively, “the "Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ") except for such violations or defaults that have been waived or suspended as described in the Prospectus or that would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or 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, any of the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, 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 charter or Bylaws by-laws of the Company or the charter, bylaws any Subsidiary 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)operations. As used herein, a “"Repayment Event” " means any event or condition which that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s '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. Each of the Agreements and Instruments is in full force and effect and is valid and enforceable by and against the Company or any of the Subsidiaries, as the case may be, and, to the knowledge of the Company, the other parties thereto, in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate Articles of Incorporation Incorporation, as amended (the “Charter”), or Amended and Restated Bylaws Bylaws, as amended (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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 notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation None of the Company, any of its Amended and Restated Certificate of Incorporation (the “Charter”), subsidiaries or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, ▇▇▇▇▇ ▇▇▇▇▇ is in violation of its charter, bylaws charter or other organizational documents and neither the Company nor any of its Subsidiaries is 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 of its Subsidiaries subsidiaries or ▇▇▇▇▇ ▇▇▇▇▇, as the case may be, 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 or ▇▇▇▇▇ ▇▇▇▇▇, as the case may be, is subject (collectively, “"Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ") except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture, the Securities, the Registration Rights Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company or the Subsidiary Guarantors in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum and the consummation of the transactions contemplated herein and therein, and in the Registration Statement Offering Memorandum (including the issuance and sale of the Shares Securities, the consummation of the ▇▇▇▇▇ ▇▇▇▇▇ Acquisition and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus Offering Memorandum under the caption “"Use of Proceeds”") and compliance by the Company and the Subsidiary Guarantors with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would notthat, individually singly or in the aggregate, reasonably be expected to would not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the charter, bylaws any of its subsidiaries 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 of its subsidiaries or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate Articles of Incorporation Incorporation, as amended (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Neither the Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none nor any of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws charter or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and, to the knowledge of the Company, no event has occurred, and no circumstances exist, that with the passage of time or giving of notice would constitute a 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 of its 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 of the Subsidiaries is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectsubject; and the execution, delivery and performance of this Agreement and the Indenture, the issuance and delivery of the Securities and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption “Use of Proceeds”) therein and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do will not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default (or Repayment Event (as defined belowwith the passage of time or giving of notice constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Agreements and Instruments (except for such conflictsCompany or any of the Subsidiaries is a party or by which it or any of them may be bound, breaches or defaults to which any of the property or liensassets of the Company or any of the Subsidiaries is subject, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or any of the charter, bylaws Subsidiaries 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 administrative regulation or decree of any government, government instrumentality administrative 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiarycourt decree.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any Significant Subsidiary is (i) in breach or violation of its Subsidiaries is certificate or articles of incorporation, charter, bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other similar organizational documents, as the case may be, of such entity, (ii) in breach of or in default (or, with the giving of notice or lapse of time or both, would be in the performance or observance of default) (“Default”) under any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any Subsidiary of its Significant Subsidiaries is subject (collectivelyeach, an “Agreements and InstrumentsExisting Instrument”), or (iii) in violation of any law statute, law, rule, regulation, judgment, order or statute decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any judgmentof its Significant Subsidiaries or any of their properties, orderas applicable, rule or regulation of any court or arbitrator or governmental or regulatory authorityexcept, except with respect to clauses (ii) and (iii) only, for such breaches, violations or defaults Defaults that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and the . The Company’s execution, delivery and performance of this Agreement and the each Terms Agreement and consummation of the transactions contemplated herein and therein, and in hereby or thereby or by the Registration Statement and the Prospectus (including the issuance and sale of the Shares and the use 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 (i) have been duly authorized by all necessary corporate action and do not action, and will notnot result in any breach or violation of the certificate or articles of incorporation, whether with charter, bylaws, limited liability company agreement, certificate or without agreement of limited or general partnership, memorandum and articles of association, or other similar organizational documents, as the giving case may be, of notice the Company or passage any of time or bothits Significant Subsidiaries, (ii) will not conflict with or constitute a breach of, or default Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge charge, claim or encumbrance upon any property or assets of the Company or any Subsidiary of its Significant Subsidiaries pursuant to, or require the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the charter, bylaws or other organizational document consent of any Subsidiary; nor other party to, any Existing Instrument, and (iii) will such action not result in any violation of any applicable statute, law, statute, rule, regulation, judgment, order, writ order or decree applicable to the Company or any of its Significant Subsidiaries of any government, government instrumentality or court, domestic regulatory body, administrative agency, governmental body, arbitrator or foreign, other authority having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.or

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries is (a) in violation of its charter or by-laws, (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 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”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to 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 Effect or (c) in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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 of its Subsidiaries or any of their assets, properties or operations (operations, except for such violations that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect). The execution, delivery and performance of this Underwriting Agreement, the applicable Terms Agreement and the Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described 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, (i) conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Company or any of its Subsidiaries pursuant to, any Agreements and Instruments, nor will such action result in any violation of (a) the provisions of 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 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. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any Subsidiary is (i) in breach or violation of its Subsidiaries is certificate or articles of incorporation, charter, bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other similar organizational documents, as the case may be, of such entity, (ii) in breach of or in default (or, with the giving of notice or lapse of time or both, would be in the performance or observance of default) (“Default”) under any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any 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 (collectivelyeach, an “Agreements and InstrumentsExisting Instrument”), or (iii) in violation of any law statute, law, rule, regulation, judgment, order or statute decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any judgmentof its Subsidiaries or any of their properties, orderas applicable, rule or regulation of any court or arbitrator or governmental or regulatory authorityexcept, except with respect to clauses (ii) and (iii) only, for such breaches, violations or defaults Defaults that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and the . The Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in hereby or by the Registration Statement and the Prospectus (including the issuance offer and sale of the Shares ADSs and the use of the proceeds from the sale of the Shares ADSs as described in the Prospectus under the caption “Use of Proceeds”) (i) will not result in any breach or violation of the certificate or articles of incorporation, charter, bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and compliance by articles of association, or other similar organizational documents, as the case may be, of the Company with or any of its obligations hereunder have been duly authorized by all necessary corporate action and do Subsidiaries, (ii) will not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default Default or a Debt Repayment Triggering 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 of its Subsidiaries pursuant to, or require the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the charter, bylaws or other organizational document consent of any Subsidiary; nor other party to, any Existing Instrument, and (iii) will such action not result in any violation of any applicable statute, law, statute, rule, regulation, judgment, order, writ order or decree applicable to the Company or any of its Subsidiaries of any government, government instrumentality or court, domestic regulatory body, administrative agency, governmental body, arbitrator or foreign, other authority having jurisdiction over the Company or any Subsidiary of its Subsidiaries or any of its or their assetsproperties, properties or operations as applicable, except, with respect to clauses (except ii) and (iii) only, for such conflicts, breaches, Defaults, Debt Repayment Triggering Events or violations that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) ), issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its Subsidiaries.

Absence of Defaults and Conflicts. The execution and delivery by the Company is not in violation and the Trust of, and the performance by the Company and the Trust of their obligations under, this Agreement, the execution and delivery by the Company of, and the performance by the Company of its Amended obligations under, the Declaration, the Preferred Securities Guarantee Agreement and Restated Certificate the Indenture, the issuance and delivery by the Trust of Incorporation the Common Securities and Preferred Securities and the consummation of the sale of the Preferred Securities and the fulfillment of the terms herein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under (in each case material to the “Charter”Company and its subsidiaries (including the Trust) considered as a whole or as to the Trust separately), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws 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, noteguarantee, lease lease, financing agreement or other similar agreement or instrument to which the Company or any of its Subsidiaries subsidiaries (including the Trust) is a party or by which it the Company or any of them may be bound, its subsidiaries (including the Trust) is bound or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries (including the Trust) is subject (collectivelysubject, “Agreements and Instruments”), or nor will such actions result in any violation of the provisions of the certificate of incorporation or by-laws of the Company or the Declaration of the Trust, nor will such actions result in any law violation (in each case material to the Company and its subsidiaries (including the Trust) considered as a whole or as to the Trust separately) of any statute or any judgment, order, rule or regulation of any court or arbitrator regulatory authority or other governmental body having jurisdiction over the Trust or regulatory authority, except for such violations the Company or defaults that would not, individually any of its subsidiaries or in the aggregate, reasonably be expected to result in a Material Adverse Effectany of their properties; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for, and the executionabsence of which would materially affect, delivery the performance by the Company and performance the Trust of their obligations under this Agreement and the consummation issuance and delivery of the transactions contemplated herein Preferred Securities, except such approvals as will be obtained under the Securities Act, the Exchange Act or the 1939 Act and therein, and in as may be required by the Registration Statement (including the issuance and sale securities or Blue Sky laws of the Shares and various states or the use securities laws of the proceeds from non-U.S. jurisdictions in connection with 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, 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 or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any SubsidiaryPreferred Securities.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries subsidiaries is (A) in violation of its memorandum and articles of association, charter, by-laws or similar organizational document, (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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”)) except for such defaults that would not reasonably be expected to have a Material Adverse Effect, or (C) in violation of any law or statute or any law, statute, rule, regulation, judgment, order, rule writ or regulation decree of any court arbitrator, court, governmental body, regulatory body, administrative agency or arbitrator other authority, body or governmental agency having jurisdiction over the Company or regulatory authorityany of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations or defaults that would not, individually single or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (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, defaults or defaults Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter charter, by-laws or Bylaws similar organizational document of the Company or the charter, bylaws any of its subsidiaries 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. The Company is not in violation of its Second Amended and Restated Certificate of Incorporation Incorporation, as amended (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its articles of incorporation, charter, bylaws or other organizational documents and 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 contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would could not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would could not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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 could not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Neither the Company is not in violation nor any --------------------------------- of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, subsidiaries is in violation of its charter, bylaws charter or other organizational documents and neither the Company nor any of its Subsidiaries is 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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ") except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to 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, in this Agreement and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus 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, 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 or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the charter, bylaws any subsidiary 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 subsidiary or any of their assets, properties or operations operations, nor will such action cause the preferred share purchase rights issued pursuant to the Rights Agreement, dated as of March 3, 2000, between the Company and First Chicago Trust Company of New York, as Rights Agent, (except for such violations that would not, individually the "Rights Agreement") to become exercisable or cause any Underwriter to become an Acquiring Person (as defined in the aggregate, reasonably be expected to result in a Material Adverse EffectRights 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. The Except for waivers obtained that are in full force and effect as of the date of this Agreement, the sale of the Shares by the Company is and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of its Amended and Restated Certificate any of Incorporation (the “Charter”)terms or provisions of, or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiariesconstitute a default under, including the Bank, is in violation of its charter, bylaws 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 of its the Subsidiaries is a party or by which it the Company or any of them may be bound, the Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary of the Subsidiaries is subject which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (collectively, the “Agreements and Instruments”), or nor will any such action (A) result in any violation of the provisions of the articles of incorporation or code of regulations of the Company or any law of the respective charter documents of any of the Subsidiaries or any law, statute or any judgment, order, rule or regulation of any court federal, state, local or arbitrator foreign court, arbitrator, regulatory authority or governmental agency or regulatory authoritybody (each, except for such violations a “Governmental Entity”) having jurisdiction over the Company or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation any of the transactions contemplated herein and therein, and in the Registration Statement Subsidiaries or any of their properties or (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption “Use of Proceeds”B) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or other encumbrance upon any property assets or assets operations of the Company or any Subsidiary pursuant to, any of the Agreements and Instruments (except Instruments; no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation sale of the provisions Shares or the consummation by the Company of the Charter transactions contemplated by this Agreement, except the registration of the Shares under the 1933 Act, the listing of the Shares on NASDAQ and such consents, approvals, authorizations, registrations or Bylaws qualifications as may be required under state securities or blue sky laws or the rules of the Financial Industry Regulatory Authority (“FINRA”) in connection with the distribution of the Shares by the Agent in its capacity as sales agent; and no consent, approval, authorization or waiver of or with any other person or entity is required for the sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, except the waivers by certain existing stockholders 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 their respective preemptive rights and registration rights which waivers the Company has received, or any Subsidiary or any proper notice has been given, prior to the execution of their assets, properties or operations (except for such violations that would not, individually or this Agreement and are and will be in full force and effect without modification as of the aggregate, reasonably be expected to result in a Material Adverse Effect)date hereof and as of each Applicable Time and Settlement Date. 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 Company is not in violation of its Amended and Restated Certificate of Incorporation Incorporation, as amended (the “Charter”), or Amended and Restated Bylaws Bylaws, as amended (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in each case for such violations or defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.corporate

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate Articles of Incorporation Incorporation, as amended (the “Charter”), or Amended and Restated Bylaws Bylaws, as amended (the “Bylaws”); none of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws 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 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 is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (Neither the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither the --------------------------------- Company nor any of its Subsidiaries 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 of its Subsidiaries 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”"), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, -------------------------- except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement Agreement, the Indenture, the Notes and the Pledged Bonds 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 by the Prospectus, the consummation of the transactions contemplated herein and therein, and in the Registration Statement Prospectus (including the issuance and sale of the Shares Notes and the use of the proceeds from the sale of the Shares therefrom as described in the Prospectus under the caption “Use of Proceeds”Prospectus) and the compliance by the Company with its obligations hereunder and under the Indenture, the Notes and the Pledged Bonds and such other agreements or instruments have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or the passage of time or both, conflict with or constitute a breach of, or default or event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries (a "Repayment Event (as defined belowEvent") 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 such conflictsInstruments, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the charter, bylaws any of its subsidiaries 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 of its subsidiaries or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryoperations.

Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws or other organizational documents and neither Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter or by-laws (or other similar constituent document) or 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 of its Subsidiaries subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, ) except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture, the Securities, the Registration Rights Agreement, the DTC Agreement, the Acquisition 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 Disclosure Package and the Final Offering Memorandum and the consummation of the transactions contemplated herein and therein, and in the Registration Statement Disclosure Package and the Final Offering Memorandum (including the Acquisition, the issuance and sale of the Shares and Securities, the use of the proceeds from the sale of the Shares Securities as described in the Prospectus Disclosure Package and the Final Offering Memorandum under the caption “Use of Proceeds”” and the issuance of the shares of Common Stock upon conversion of any Securities) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (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 or defaults or Repayment Events or liens, charges or encumbrances that would notthat, individually singly or in the aggregate, reasonably be expected to would not result in a Material Adverse Effect); , nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws (or other similar constituent documents) of the Company or the charter, bylaws any of its subsidiaries 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 of its subsidiaries or any of their assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)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. The Neither the Company is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), or Amended and Restated Bylaws (the “Bylaws”); none nor any of the Subsidiaries, including the Bank, Subsidiaries is in violation of its charter, bylaws charter or other organizational documents and neither the Company nor any of its Subsidiaries is 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 (including the Company's 7-1/8% Senior Notes due 2005 and any of the Company's outstanding 9% Senior Subordinated Notes due 2008 (other than with respect to the corrections to be effected by the amendment required pursuant to Section 5(h) hereof)) to which the Company or any of its the 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”), ") or has violated or is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use 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, 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 or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the provisions of the 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 of its Subsidiaries or any of their assetsassets or properties, properties or operations (except in each case for such defaults or violations that would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect); and the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Indenture, the DTC Agreement, the Securities, the Exchange 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 Offering Memorandum and the consummation of the transactions contemplated herein and in the Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Offering Memorandum under the caption "Use of Proceeds") and compliance by the Company with its obligations hereunder 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, when the required consent of the lenders under the New Credit Facility (as defined in the Offering Memorandum) necessary to consummate the transactions contemplated hereby is received, a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, the Agreements and Instruments, Permitted Liens and except for such breaches, defaults, Repayment Events, liens, charges or encumbrances that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any 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 of its Subsidiaries or any of their assets or properties other than 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 Subsidiaries.

Absence of Defaults and Conflicts. The Company Depositor is not in violation of its Amended and Restated Certificate of Incorporation (the “Charter”), limited liability company agreement or Amended and Restated Bylaws (the “Bylaws”); none of the Subsidiaries, including the Bank, is in violation of its charter, bylaws 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 of its Subsidiaries it is a party or by which it or any of them may be bound, or to which any of the property its properties, operations or assets of the Company or any Subsidiary is subject (collectively, the “Depositor Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would notthat, individually or in the aggregate, reasonably be expected to would not result in a Material Adverse EffectEffect with respect to the Depositor; and the execution, delivery and performance by the Depositor of the Depositor Agreements, this Agreement and the Securities, the consummation of the transactions contemplated herein and or therein, and in the Registration Statement or in the Prospectus (including the issuance and sale of the Shares Offered Notes to the Underwriters pursuant to the terms of this Agreement and the use of the proceeds from the sale of the Shares therefrom as described in the Prospectus under the caption heading “Use of Proceeds”” in the Preliminary Prospectus and the Prospectus) and compliance by the Company it with its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge mortgage, pledge, charge, encumbrance, adverse claim or encumbrance other security interest (collectively, “Liens”) upon any of its property or assets of pursuant to the Company or any Subsidiary pursuant to, the Depositor Agreements and Instruments (except for such Liens permitted by the Basic Documents and conflicts, breaches or defaults or liens, charges or encumbrances that would notthat, individually or in the aggregate, reasonably be expected to will not result in a Material Adverse Effect); Effect with respect to the Depositor, nor will such action result in any violation of the provisions of the Charter its limited liability company agreement 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 Depositor or any of their its assets, properties or operations (except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect)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 Depositor or any SubsidiaryCarMax LLC, as the case may be.