Common use of Absence of Defaults and Conflicts Clause in Contracts

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of formation or limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities Shares and the use of the proceeds from the sale of the Underwritten Securities Shares as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser Guarantor nor any of its subsidiaries (including the Administrator Company) is in violation of its limited liability company operating charter or by-laws, partnership agreement or other constitutive documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser Guarantor or any of its subsidiaries (including the Administrator Company) 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 Adviser Guarantor or any of its subsidiaries (including the Administrator Company) is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the Change. The execution, delivery and performance of this Underwriting Agreement, the Investment Advisory 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 Administration Agreement Company or the Guarantor in connection with the transactions contemplated hereby or thereby or in the Registration Statement, the Disclosure Package and the Prospectus, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including including, without limitation, the issuance and sale of the Underwritten Securities Securities, the issuance of the Guarantee, and the use of the proceeds from the sale of the Underwritten Securities Securities, together with the Guarantee, as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser Company and the Administrator Guarantor, as applicable, with their respective obligations hereunder and under the Investment Advisory Agreement thereunder have been duly authorized by all necessary corporate action and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser Guarantor or any of its subsidiaries (including the Administrator Company) pursuant to, the Adviser/Administrator any Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse EffectChange), nor will such action result in any violation of the provisions of the limited liability company operating charter, by-laws, partnership agreement or other constitutive document of the Adviser Guarantor or Administratorany of its subsidiaries (including the Company) or, respectivelyto the best of the Company’s and the Guarantor’s knowledge, 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 Adviser or the Administrator Guarantor or any of their its subsidiaries (including the Company) or over any of the assets, properties or operationsoperations of the Guarantor or any of its subsidiaries (including the Company), except for such violations under applicable law, statute, rule, regulation, judgment, order, writ or decree as would not reasonably be expected to result in a Material Adverse Change. As used herein, a “Repayment Event” means any event or condition 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 Guarantor or any of its subsidiaries (including the Company).

Absence of Defaults and Conflicts. Neither the Adviser Depositor nor the Administrator NMAC is in violation of its limited liability company operating agreement organizational or charter documents, bylaws, or the Depositor LLC Agreement, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement, contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator it is a party or by which it or any of them its properties or assets may be bound, which would have a material adverse effect on the Depositor’s or NMAC’s ability to which perform its respective obligations under the Basic Documents or on the validity or enforceability thereof. The execution, delivery and performance by each of the Depositor or NMAC, as the case may be, of the Basic Documents, and the issuance and sale of the Notes and compliance with the terms and provisions thereof will not, subject to obtaining any consents or approvals as may be required under the securities or “blue sky” laws of various jurisdictions, (i) result in a breach or violation of any of the property or assets of the Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements terms and Instruments”)provisions of, or in violation of constitute a default under, any law, statute, rule, regulation, judgmentor order of any governmental agency or body or any court having jurisdiction over the Depositor or NMAC or their respective properties or any agreement or instrument to which either is a party or by which either is bound or to which any of their respective properties are subject, order except where such breach, violation, or decree except for such violations or defaults that default would not reasonably be expected to result in have a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of material adverse effect on the transactions contemplated herein and therein and in or on the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus Depositor’s or NMAC’s respective ability to perform its obligations under the caption “Use of Proceeds”Basic Documents, (ii) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with the Depositor’s or constitute a breach ofNMAC’s charter or bylaws or the Depositor LLC Agreement, as the case may be, or default under, or (iii) result in the creation or imposition of any lien, charge or encumbrance Lien (except as permitted by the Basic Documents) upon any of the Depositor’s or NMAC’s property or assets is subject, except for Liens that, individually or in the aggregate, will not have a material adverse effect on either of the Adviser Depositor’s or NMAC’s ability to perform its respective obligations under the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operationsBasic Documents.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator THL Advisors is not (A) in violation of its limited liability company operating agreement charter, by-laws or similar organizational documents, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator THL Advisors is a party or by which it or any of them may be bound, bound or to which any of the property properties or assets of the Adviser or the Administrator THL Advisors is subject (collectively, the “Adviser/Administrator THL Advisors Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect or a THL Advisors Material Adverse Effect, or (C) in violation of any applicable law, statute, rule, regulation, judgment, order order, writ or decree of any Governmental Entity except for such violations or defaults that would not reasonably be expected to not, singly or in the aggregate, result in a Material Adverse Effect or a THL Advisors Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement Company Agreements to which THL Advisors is a party and the consummation of the transactions contemplated therein and herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) Prospectus, and compliance by the Adviser and the Administrator THL Advisors with their respective its obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement 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 default or THL Advisors Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Adviser or the Administrator THL Advisors pursuant to, the Adviser/Administrator THL Advisors Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults THL Advisors Repayment Events or liens, charges or encumbrances that would not reasonably be expected to not, singly or in the aggregate, result in a Material Adverse Effect or a THL Advisors Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement charter, by-laws or similar organizational documents of the Adviser or Administrator, respectively, THL Advisors or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any governmentGovernmental Entity. As used herein, government instrumentality a “THL Advisors Repayment Event” means any event or courtcondition which gives the holder of any note, domestic debenture or foreign, having jurisdiction over the Adviser or the Administrator other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of their assets, properties all or operationsa portion of such indebtedness by THL Advisors.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of limited partnership or certificate of formation, as applicable, or limited partnership operating agreement or limited liability company operating agreement agreement, 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Pricing Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant toto any Instrument, the Adviser/Administrator Agreements and Instruments as applicable, except for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited partnership or limited liability company operating agreement agreement, as applicable, of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Trust is not in violation of its limited liability company operating agreement certificate of trust, if 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 Adviser or the Administrator 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 Adviser or the Administrator Trust is subject (collectively, the “Adviser/Administrator "Trust Agreements and Instruments”"), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Investment Advisory Indenture, the Notes, each 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 Administration Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities Notes and the use of the proceeds from the sale of the Underwritten Securities therefrom as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”Prospectus) and (D) the compliance by the Adviser and the Administrator Trust with their respective its obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement Program Documents 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 which (1) 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 Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Adviser or the Administrator Trust pursuant to, the Adviser/Administrator any Trust Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation of the provisions Trust's certificate of trust, if applicable, the limited liability company operating agreement Trust Agreement and the Trust is not in default in the performance or observance of the Adviser or Administrator, respectively, 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 Adviser or the Administrator Trust or any of their its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) 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, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of limited partnership or certificate of formation, as applicable, or limited partnership operating agreement or limited liability company operating agreement agreement, 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Underwritten Securities Notes and the use of the proceeds from the sale of the Underwritten Securities Notes as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant toto any Instrument, the Adviser/Administrator Agreements and Instruments as applicable, except for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited partnership or limited liability company operating agreement agreement, as applicable, of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Company is not in violation of its limited liability company operating agreement 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 Adviser or the Administrator Company is a party or by which it or any of them may be bound, or to which any of the property or assets of the Adviser or the Administrator Company is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ) except for such violations or defaults that would as have not resulted, and are not reasonably be expected to result result, in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement Mortgage and the Administration Agreement Securities, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Registration Statement, the Disclosure Package and the Prospectus under the caption “Use of Proceeds”Prospectus) and compliance by the Adviser and Company with its obligations hereunder, under the Administrator with their respective obligations hereunder Mortgage and under the Investment Advisory Agreement terms of the Securities, have been duly authorized by all necessary corporate action and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lienLien (as defined below), charge or encumbrance other than the Lien of the Mortgage, upon any property or assets of the Adviser or the Administrator Company pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults that Liens as would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement articles of incorporation or by-laws of the Adviser or Administrator, respectively, 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 Adviser or the Administrator Company or any of their its assets, properties or operations. As used herein, a “Repayment Event” means any event or condition 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.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Fund is not in violation of the Articles or its limited liability company operating agreement Bylaws, each as amended or supplemented to date, 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 Adviser or the Administrator Fund is a party party, including each of the Fund Agreements, or by which it or any of them may be bound, or to which any of the property or assets of the Adviser or the Administrator Fund is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ) except for such violations or defaults that would not reasonably be expected to not, individually or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and dated as of May 30, 2019, the Administration Agreement dated as of May 9, 2013 and the Custodian Agreement dated as of October 5, 2012 and the Transfer Agency and Services Agreement dated as of May 9, 2013, referred to in the Registration Statement (as used herein, individually the “Investment Advisory Agreement,” the “Administration Agreement,” the “Custody Agreement” and the “Transfer Agency Agreement” respectively and collectively the “Fund Agreements”) and the consummation of the transactions contemplated herein and therein in this Agreement, the Fund Agreements and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities Shares and the use of the proceeds from the sale of the Underwritten Securities Shares as described in the General Disclosure Package Preliminary Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser Fund with its obligations thereunder have been duly authorized by all necessary corporate action and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser or the Administrator Fund pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults liens, charges or encumbrances that would not reasonably be expected to not, individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in (i) any violation of the provisions of the limited liability company operating agreement Articles or Bylaws of the Adviser Fund or Administrator, respectively, or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or the Administrator Fund or any of their its assets, properties or operations, except with respect to (ii) only, for such violations that would not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.

Absence of Defaults and Conflicts. Neither None of the Adviser nor the Administrator Navios Parties is in violation of its articles of incorporation, partnership agreement, limited liability company operating agreement agreement, 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 any of the Adviser or the Administrator Navios Parties is a party party, including without limitation the Navios Agreements, or by which it or any of them may be bound, or to which any of the property or assets of any of the Adviser or the Administrator Navios Parties is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ) except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and Transaction Documents, including the consummation of the Transactions and the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including but not limited to the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the Registration Statement, General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by each of the Adviser and the Administrator Navios Entities with their respective its obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement 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 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 any of the Adviser or the Administrator Navios Parties pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the articles of incorporation, partnership agreement, limited liability company operating agreement agreement, charter or by-laws of any of the Adviser or Administrator, respectively, Navios Parties 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 any of the Adviser or the Administrator Navios Parties 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 any of the Navios Parties.

Absence of Defaults and Conflicts. Neither the Adviser nor Guarantor or any of its subsidiaries (including the Administrator Company) is in violation of its limited liability company operating charter or by-laws, partnership agreement or other constitutive documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser Guarantor or any of its subsidiaries (including the Administrator Company) 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 Adviser Guarantor or any of its subsidiaries (including the Administrator Company) is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the Change. The execution, delivery and performance of this Underwriting Agreement, the Investment Advisory 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 Administration Agreement Company or the Guarantor in connection with the transactions contemplated hereby or thereby or in the Registration Statement, the Disclosure Package and the Prospectus, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including including, without limitation, the issuance and sale of the Underwritten Securities Securities, the issuance of the Guarantee, and the use of the proceeds from the sale of the Underwritten Securities Securities, together with the Guarantee, as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser Company and the Administrator Guarantor, as applicable, with their respective obligations hereunder and under the Investment Advisory Agreement thereunder have been duly authorized by all necessary corporate action and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser Guarantor or any of its subsidiaries (including the Administrator Company) pursuant to, the Adviser/Administrator any Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse EffectChange), nor will such action result in any violation of the provisions of the limited liability company operating charter, by-laws, partnership agreement or other constitutive document of the Adviser Guarantor or Administratorany of its subsidiaries (including the Company) or, respectivelyto the best of the Company’s and the Guarantor’s knowledge, 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 Adviser or the Administrator Guarantor or any of their its subsidiaries (including the Company) or over any of the assets, properties or operationsoperations of the Guarantor or any of its subsidiaries (including the Company), except for such violations under applicable law, statute, rule, regulation, judgment, order, writ or decree as would not reasonably be expected to result in a Material Adverse Change. As used herein, a “Repayment Event” means any event or condition 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 Guarantor or any of its subsidiaries (including the Company).

Absence of Defaults and Conflicts. Neither the Adviser Company nor any of the Administrator Subsidiaries is in violation of its limited liability company operating agreement charter, by-laws or other organizational documents. Further, neither the Company nor any of the 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 Adviser Company or any of the Administrator 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 Adviser Company or any of the Administrator Subsidiaries is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ) except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement 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 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 Adviser Company or any of the Administrator Subsidiaries pursuant to, the Adviser/Administrator Agreements and Instruments Instruments, except for such violations conflicts, breaches, defaults or defaults Repayment Events that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement charter, by-laws or other organizational documents of the Adviser Company or Administrator, respectively, any of the 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 Adviser Company or any of the Administrator 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 of the Subsidiaries.

Absence of Defaults and Conflicts. Neither None of the Adviser nor the Administrator Navios Parties is in violation of its articles of incorporation, partnership agreement, limited liability company operating agreement agreement, 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 any of the Adviser or the Administrator Navios Parties is a party party, including without limitation the Navios Agreements, or by which it or any of them may be bound, or to which any of the property or assets of any of the Adviser or the Administrator Navios Parties is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ) except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectEffect or materially adversely affect the ability of the Navios Parties to consummate the transactions contemplated herein; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and Transaction Documents, including the consummation of the Transactions and the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including but not limited to the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the Registration Statement, General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by each of the Adviser and the Administrator Navios Entities with their respective its obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement 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 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 any of the Adviser or the Administrator Navios Parties pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse EffectEffect or materially adversely affect the ability of the Navios Parties to consummate the transactions contemplated herein), nor will such action result in any violation of the provisions of the articles of incorporation, partnership agreement, limited liability company operating agreement agreement, charter or by-laws of any of the Adviser or Administrator, respectively, Navios Parties 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 any of the Adviser or the Administrator Navios Parties 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 any of the Navios Parties.

Absence of Defaults and Conflicts. Neither the Adviser Company nor the Administrator any of its subsidiaries is (1) in violation of its limited liability company operating agreement charter or statute, as applicable, or by-laws (or other similar organizational documents), (2) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser Company or the Administrator 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 Adviser Company or the Administrator any of its subsidiaries is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”"), except as described in the Preference Offering Memorandum and except for such defaults that would not result in a Material Adverse Effect or (3) in violation of any applicable law, statute, rule, regulation, judgment, order 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, except for such violations or defaults that would not reasonably be expected to result as described in a Material Adverse Effectthe Preference Offering Memorandum; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement Preference Warrant Agreement, the Preference Registration Rights Agreement, the Preference Warrant Registration Rights Agreement, the Certificate of Designation, the Preference Securities, the Note Securities, the Note Agreements, and any other agreement or instrument entered into or issued or to be entered into or issued by the Administration Agreement Company or any Designated Subsidiary in connection with the transactions contemplated hereby or thereby or in the Preference Offering Memorandum and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package Note Purchase Agreement and the Prospectus Preference Offering Memorandum (including the issuance and sale of the Underwritten Preference Securities and the Note Securities and the use of the proceeds from the sale of the Underwritten Preference Securities and the Note Securities as described in the General Disclosure Package and the Prospectus Preference Offering Memorandum under the caption “"Use of Proceeds”") and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder have been duly authorized by all necessary corporate action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser Company or the Administrator any of its subsidiaries pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations conflicts, breaches, Repayment Events or defaults that or liens, charges or encumbrances that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement charter or statute, as applicable, or by-laws (or other similar organizational documents) of the Adviser Company or Administrator, respectively, 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 Adviser Company or the Administrator any of its subsidiaries or any of their assetsassets or properties, properties assuming that the Chase Purchasers comply with all of its obligations under Section 6 hereof. As used herein, a "Repayment Event" means any event or operationscondition 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.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Trust is not in violation of its limited liability company operating agreement declaration of trust 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 Adviser or the Administrator 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 Adviser or the Administrator Trust is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ") except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement, the Custodian Agreement and the Administration Transfer Agent and Service Agreement referred to in the Registration Statement (as used herein, the "Management Agreement," the "Sub-Advisory Agreement", the "Custodian Agreement" and the "Transfer Agency Agreement," respectively) and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser and the Administrator Trust with their respective its obligations hereunder have been duly authorized by all necessary corporate action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser or the Administrator Trust pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches or defaults or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement declaration of trust or by-laws of the Adviser or Administrator, respectively, Trust 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 Adviser or the Administrator Trust or any of their its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “"Adviser/Administrator Agreements and Instruments”"), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser Company nor the Administrator any of its Significant Subsidiaries is in violation of its limited liability company operating agreement charter or by-laws or 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 Adviser Company or the Administrator any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property assets, properties or assets operations of the Adviser Company or the Administrator any of its Significant Subsidiaries is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement 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, the Disclosure Package and the Administration Agreement Prospectus and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities Notes and the use of the proceeds from the sale of the Underwritten Securities Notes as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder and under the Investment Advisory Agreement thereunder have been duly authorized by all necessary corporate action and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined herein) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Adviser Company or the Administrator any of its Significant Subsidiaries pursuant to, the Adviser/Administrator any Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation of the provisions of the limited liability company operating agreement charter or by-laws of the Adviser Company or Administrator, respectively, any of its Significant Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser Company or the Administrator 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 of its subsidiaries.

Absence of Defaults and Conflicts. Neither the Adviser Company nor the Administrator any of its subsidiaries is (1) in violation of its limited liability company operating agreement charter or statute, as applicable, or by-laws (or other similar organizational documents), (2) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser Company or the Administrator 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 Adviser Company or the Administrator any of its subsidiaries is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”"), except as described in the Preference Offering Memorandum and except for such defaults that would not result in a Material Adverse Effect or (3) in violation of any applicable law, statute, rule, regulation, judgment, order 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, except for such violations or defaults that would not reasonably be expected to result as described in a Material Adverse Effectthe Preference Offering Memorandum; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement Preference Warrant Agreement, the Preference Registration Rights Agreement, the Preference Warrant Registration Rights Agreement, the Certificate of Designation, the Preference Securities, the Note Securities, the Note Agreements, and any other agreement or instrument entered into or issued or to be entered into or issued by the Administration Agreement Company or any Designated Subsidiary in connection with the transactions contemplated hereby or thereby or in the Preference Offering Memorandum and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package Note Purchase Agreement and the Prospectus Preference Offering Memorandum (including the issuance and sale of the Underwritten Preference Securities and the Note Securities and the use of the proceeds from the sale of the Underwritten Preference Securities and the Note Securities as described in the General Disclosure Package and the Prospectus Preference Offering Memorandum under the caption “"Use of Proceeds”") and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder have been duly authorized by all necessary corporate action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether whethe r 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 Adviser Company or the Administrator any of its subsidiaries pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations conflicts, breaches, Repayment Events or defaults that or liens, charges or encumbrances that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement charter or statute, as applicable, or by-laws (or other similar organizational documents) of the Adviser Company or Administrator, respectively, 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 Adviser Company or the Administrator any of its subsidiaries or any of their assetsassets or properties, properties assuming that the Chase Purchasers comply with all of its obligations under Section 6 hereof. As used herein, a "Repayment Event" means any event or operationscondition 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.

Absence of Defaults and Conflicts. Neither the Adviser Depositor nor the Administrator NMAC is in violation of its organizational or charter documents, bylaws, or the Depositor’s limited liability company operating agreement agreement, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement, contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator it is a party or by which it or any of them its properties or assets may be bound, which would have a material adverse effect on the Depositor’s or NMAC’s ability to which perform its respective obligations under the Basic Documents or on the validity or enforceability thereof. The execution, delivery and performance by each of the Depositor or NMAC, as the case may be, of the Basic Documents, and the issuance and sale of the Notes and compliance with the terms and provisions thereof will not, subject to obtaining any consents or approvals as may be required under the securities or “blue sky” laws of various jurisdictions, (i) result in a breach or violation of any of the property or assets of the Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements terms and Instruments”)provisions of, or in violation of constitute a default under, any law, statute, rule, regulation, judgmentor order of any governmental agency or body or any court having jurisdiction over the Depositor or NMAC or their respective properties or any agreement or instrument to which either is a party or by which either is bound or to which any of their respective properties are subject, order except where such breach, violation, or decree except for such violations or defaults that default would not reasonably be expected to result in have a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of material adverse effect on the transactions contemplated herein and therein and in or on the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus Depositor’s or NMAC’s respective ability to perform its obligations under the caption “Use of Proceeds”Basic Documents, (ii) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with the Depositor’s or constitute a breach ofNMAC’s charter or bylaws or the Depositor’s limited liability company, as the case may be, or default under, or (iii) result in the creation or imposition of any lien, charge or encumbrance Lien (except as permitted by the Basic Documents) upon any of the Depositor’s or NMAC’s property or assets is subject, except for Liens that, individually or in the aggregate, will not have a material adverse effect on either of the Adviser Depositor’s or NMAC’s ability to perform its respective obligations under the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operationsBasic Documents.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating agreement certificate of incorporation 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Prospectus and the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser Company nor the Administrator any of its Significant Subsidiaries is in violation of its limited liability company operating agreement charter or by-laws or 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 Adviser Company or the Administrator any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property assets, properties or assets operations of the Adviser Company or the Administrator any of its Significant Subsidiaries is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement 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, the Disclosure Package and the Administration Agreement Prospectus and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities Notes and the use of the proceeds from the sale of the Underwritten Securities Notes as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder and under the Investment Advisory Agreement thereunder have been duly authorized by all necessary corporate action and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser Company or the Administrator any of its Significant Subsidiaries pursuant to, the Adviser/Administrator any Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation of the provisions of the limited liability company operating agreement charter or by-laws of the Adviser Company or Administrator, respectively, any of its Significant Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser Company or the Administrator 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 of its subsidiaries.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of formation or limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and Agreement, the Administration Agreement Agreement, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Pricing Disclosure Package and the Prospectus Offering Memorandum (including the issuance and sale of the Underwritten Securities and Underlying Securities and the use of the proceeds from the sale of the Underwritten Securities and Underlying Securities as described in the General Pricing Disclosure Package and the Prospectus Offering Memorandum under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating agreement certificate of incorporation 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities Shares and the use of the proceeds from the sale of the Underwritten Securities Shares as described in the General Prospectus and the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Trust is not in violation of its limited liability company operating agreement declaration of trust 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 Adviser or the Administrator 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 Adviser or the Administrator Trust is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ") except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the 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 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, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities AMPS and the use of the proceeds from the sale of the Underwritten Securities AMPS as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser and the Administrator Trust with their respective its obligations hereunder have been duly authorized by all necessary corporate action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser or the Administrator Trust pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches or defaults or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement declaration of trust or by-laws of the Adviser or Administrator, respectively, Trust 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 Adviser or the Administrator Trust or any of their its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Trust is not in violation of its limited liability company operating agreement declaration of trust 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 Adviser or the Administrator 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 Adviser or the Administrator Trust is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Management Agreement, the Sub-Investment Advisory Agreement, the Custodian Agreement and the Administration Transfer Agent and Service Agreement referred to in the Registration Statement (as used herein, the “Management Agreement,” the “Sub-Advisory Agreement,” “Custodian Agreement” and the “Transfer Agency Agreement,” respectively) and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Trust with their respective its obligations hereunder have been duly authorized by all necessary trust action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser or the Administrator Trust pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches or defaults or liens, charges or encumbrances that would not reasonably be expected to result in a Trust Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement declaration of trust or by-laws of the Adviser or Administrator, respectively, Trust 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 Adviser or the Administrator Trust or any of their its assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust.

Absence of Defaults and Conflicts. Neither The issue and sale of the Adviser nor --------------------------------- Preferred Securities and the Administrator is Common Securities by the Trust, the compliance by the Trust with all of the provisions of this Agreement, the purchase of the Subordinated Debt Securities by the Trust, and the consummation of the transactions herein contemplated will not conflict with or result in violation of its limited liability company operating agreement or in default in the performance or observance a breach of any obligationof the terms or provisions of, or constitute a default under, any indenture, loan agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease trust or other agreement or instrument to which the Adviser or the Administrator Trust is a party or by which it or any of them may be bound, the Trust is bound or to which any of the property or assets of the Adviser or the Administrator Trust is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effectsubject, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, Declaration or any applicable law, statute, rule, regulation, judgment, statute or any order, writ rule or decree regulation of any government, government instrumentality court or court, domestic governmental agency or foreign, body having jurisdiction over the Adviser or the Administrator Trust or any of their assetsits properties; and no consent, properties approval, authorization, order, license, certificate, permit, registration or operationsqualification of or with any such court or other governmental agency or body is required to be obtained by the Trust for the issue and sale of the Preferred Securities and the Common Securities by the Trust, the purchase of the Subordinated Debt Securities by the Trust or the consummation by the Trust of the transactions contemplated by this Agreement and the Declaration, except for such consents, approvals, authorizations, licenses, certificates, permits, registrations or qualifications as have already been obtained, or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws or under 1939 Act. The issuance by the Company of the Guarantees and the Subordinated Debt Securities, the compliance by the Company with all of the provisions of this Agreement, the execution, delivery and performance by the Company of the Declaration, the Subordinated Debt Securities, the Guarantee Agreements and the Indenture, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, loan agreement, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Restated Certificate of Incorporation or by-laws of the Company or 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; and no consent, approval, authorization, order, license, certificate, permit, registration or qualification of or with any such court or other governmental agency or body is required for the issue of the Guarantees and the Subordinated Debt Securities or the consummation by the Company of the other transactions contemplated by this Agreement, except for such consents, approvals, authorizations, licenses, certificates, permits, registrations or qualifications as have already been obtained, or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws or under the 1939 Act.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator Such Issuing Trust is not in violation of its limited liability company operating agreement certificate of trust 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 Adviser or the Administrator such Issuing 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 Adviser or the Administrator such Issuing Trust is subject (collectively, the “Adviser/Administrator Agreements and Instruments”"ISSUING TRUST AGREEMENTS AND INSTRUMENTS"), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Issuing Trust Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement Issuing Trust Agreement, the Issuing Trust Administration Agreement, its Notes and the Administration Agreement Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by such Issuing Trust in connection with the transactions contemplated by the Prospectus, the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities Notes by an Issuing Trust and the use of the proceeds from the sale of the Underwritten Securities therefrom as described in the General Disclosure Package Prospectus) (collectively, the "ISSUING TRUST PROGRAM DOCUMENTS") and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator such Issuing Trust with their respective its obligations hereunder and under the Investment Advisory Agreement Issuing Trust Program Documents, have been duly authorized by all necessary action and the Administration Agreement 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 such Issuing Trust under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Adviser any Issuing Trust or the Administrator such Issuing Trust pursuant to, the Adviser/Administrator any Issuing Trust Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation of such Issuing Trust's certificate of trust, the provisions Issuing Trust Agreement or the Issuing Trust Administration Agreement which may reasonably be expected to result in an Issuing Trust Material Adverse Effect and such Issuing Trust is not in default in the performance or observance of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator such Issuing Trust or any of their its assets, properties or operations, except for such defaults which would not reasonably be expected to result in an Issuing Trust Material Adverse Effect.

Absence of Defaults and Conflicts. Neither (1) Except as disclosed in the Adviser Offering Memorandum, neither the Company nor any of the Administrator Subsidiaries is (x) in violation of its limited liability company operating agreement charter or by-laws or (y) 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 Adviser Company or any of the Administrator 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 Adviser Company or any of the Administrator Subsidiaries is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), ) or has violated or is in violation of any applicable law, statute, rule, regulation, judgment, order order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries or any of their assets, properties or operations, except in the case of clause (y) above for such defaults or violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and . (2) Except as disclosed in the Offering Memorandum, the execution, delivery and performance of this Agreement, the Investment Advisory Agreement Registration Rights Agreement, the Indenture, the DTC Agreement, the Securities, the Guarantees, the Exchange Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Administration Agreement and Company or any of the Guarantors in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum or in connection with the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum (including the issuance and sale of the Underwritten Securities and the Guarantees and the use of the proceeds from the sale of the Underwritten Securities (together with the related Guarantees as described in the General Disclosure Package and the Prospectus Offering Memorandum under the caption “Use of Proceeds”) ), the exchange of the Securities and the Guarantees for Exchange Securities and compliance by the Adviser Company and the Administrator Guarantors with their respective obligations hereunder hereunder) have been duly authorized by all necessary corporate, limited liability company or partnership action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser Company or any of the Administrator Subsidiaries (other than existing liens on properties being acquired in the pending acquisitions) pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation of the provisions of the limited liability company operating agreement charter or by-laws of the Adviser Company or Administrator, respectively, any of the 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 Adviser Company or any of the Administrator 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 of the Subsidiaries.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator FEAC is not (A) in violation of its limited liability company certificate of formation, operating agreement or similar organizational documents, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator FEAC is a party or by which it or any of them may be bound, bound or to which any of the property properties or assets of the Adviser or the Administrator FEAC is subject (collectively, the “Adviser/Administrator FEAC Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect or a FEAC Material Adverse Effect, or (C) in violation of any applicable law, statute, rule, regulation, judgment, order order, writ or decree of any Governmental Entity except for such violations or defaults that would not reasonably be expected to not, singly or in the aggregate, result in a Material Adverse Effect or a FEAC Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement Company Agreements to which FEAC is a party and the consummation of the transactions contemplated therein and herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) Prospectus, and compliance by the Adviser and the Administrator FEAC with their respective its obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement 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 default or FEAC Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Adviser or the Administrator FEAC pursuant to, the Adviser/Administrator FEAC Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults FEAC Repayment Events or liens, charges or encumbrances that would not reasonably be expected to not, singly or in the aggregate, result in a Material Adverse Effect or a FEAC Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company certificate of formation, operating agreement or similar organizational documents of the Adviser or Administrator, respectively, FEAC or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any governmentGovernmental Entity. As used herein, government instrumentality a “FEAC Repayment Event” means any event or courtcondition which gives the holder of any note, domestic debenture or foreign, having jurisdiction over the Adviser or the Administrator other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of their assets, properties all or operationsa portion of such indebtedness by FEAC.

Absence of Defaults and Conflicts. Neither the Adviser Depositor nor the Administrator NMAC is in violation of its organizational or charter documents, bylaws, or the Depositor’s limited liability company operating agreement agreement, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement, contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator it is a party or by which it or any of them its properties or assets may be bound, which would have a material adverse effect on the Depositor’s or NMAC’s ability to which perform its respective obligations under the Basic Documents or on the validity or enforceability thereof. The execution, delivery and performance by each of the Depositor or NMAC, as the case may be, of the Basic Documents, and the issuance and sale of the Notes and compliance with the terms and provisions thereof will not, subject to obtaining any consents or approvals as may be required under the securities or “blue sky” laws of various jurisdictions, (i) result in a breach or violation of any of the property or assets of the Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements terms and Instruments”)provisions of, or in violation of constitute a default under, any law, statute, rule, regulation, judgmentor order of any governmental agency or body or any court having jurisdiction over the Depositor or NMAC or their respective properties or any agreement or instrument to which either is a party or by which either is bound or to which any of their respective properties are subject, order except where such breach, violation, or decree except for such violations or defaults that default would not reasonably be expected to result in have a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of material adverse effect on the transactions contemplated herein and therein and in or on the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus Depositor’s or NMAC’s respective ability to perform its obligations under the caption “Use of Proceeds”Basic Documents, (ii) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with the Depositor’s or constitute a breach ofNMAC’s charter or bylaws or the Depositor’s limited liability company agreement, as the case may be, or default under, or (iii) result in the creation or imposition of any lien, charge or encumbrance Lien (except as permitted by the Basic Documents) upon any of the Depositor’s or NMAC’s property or assets is subject, except for Liens that, individually or in the aggregate, will not have a material adverse effect on either of the Adviser Depositor’s or NMAC’s ability to perform its respective obligations under the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operationsBasic Documents.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of limited partnership or certificate of formation, as applicable, or limited partnership operating agreement or limited liability company operating agreement agreement, 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and Underlying Securities and the use of the proceeds from the sale of the Underwritten Securities and Underlying Securities as described in the General Pricing Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited partnership or limited liability company operating agreement agreement, as applicable, of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither None of the Adviser nor Company, the Administrator Operating Partnership or any Subsidiary (A) is in violation of its charter, by-laws, certificate of limited liability company operating partnership or partnership agreement or other organizational document, as the case may be, or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator any such entity is a party or by which it or any of them may be bound, or to which any of the its property or assets of the Adviser may be bound or the Administrator is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”"), or in violation of any law, statute, rule, regulation, judgment, order or decree except (with respect to clause (B) only) for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the . The execution, delivery and performance of this Underwriting Agreement, the Investment Advisory applicable Terms Agreement and each applicable Warrant Agreement and Deposit Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Administration Agreement Company or the Operating Partnership 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, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser Company and the Administrator Operating Partnership with their respective its obligations hereunder and under thereunder have been duly authorized by all necessary corporate or partnership action, as the Investment Advisory Agreement case may be, and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser Company, the Operating Partnership or the Administrator any Subsidiary pursuant to, the Adviser/Administrator any Agreements and Instruments Instruments, except for such violations conflicts, breaches, defaults, Repayment Events or defaults liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of (A) the limited liability company operating agreement charter or by-laws of the Adviser Company or Administrator, respectively, the organizational documents of the Operating Partnership or any Subsidiary or (B) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser Company, the Operating Partnership or the Administrator any Subsidiary or any of their assets, properties or operations, except (with respect to clause (B) only) for such violations that would not have a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator Such Issuing Trust is not in violation of its limited liability company operating agreement certificate of trust 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 Adviser or the Administrator such Issuing 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 Adviser or the Administrator such Issuing Trust is subject (collectively, the “Adviser/Administrator Issuing Trust Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Issuing Trust Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement Issuing Trust Agreement, the Issuing Trust Administration Agreement, its Notes and the Administration Agreement Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by such Issuing Trust in connection with the transactions contemplated by the Time of Sale Prospectus, the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Time of Sale Prospectus (including the issuance and sale of the Underwritten Securities Notes by an Issuing Trust and the use of the proceeds from the sale of the Underwritten Securities therefrom as described in the General Disclosure Package and Time of Sale Prospectus) (collectively, the Prospectus under the caption “Use of ProceedsIssuing Trust Program Documents”) and the compliance by the Adviser and the Administrator such Issuing Trust with their respective its obligations hereunder and under the Investment Advisory Agreement Issuing Trust Program Documents, have been duly authorized by all necessary action and the Administration Agreement 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 such Issuing Trust under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Adviser any Issuing Trust or the Administrator such Issuing Trust pursuant to, the Adviser/Administrator any Issuing Trust Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation of such Issuing Trust’s certificate of trust, the provisions Issuing Trust Agreement or the Issuing Trust Administration Agreement which may reasonably be expected to result in an Issuing Trust Material Adverse Effect and such Issuing Trust is not in default in the performance or observance of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator such Issuing Trust or any of their its assets, properties or operations, except for such defaults which would not reasonably be expected to result in an Issuing Trust Material Adverse Effect.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the Statement and General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the Statement and General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Management Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser PSEG nor the Administrator any of its Subsidiaries is in violation of its limited liability company operating agreement Amended and Restated Certificate of Incorporation, other organization document 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 Adviser PSEG or the Administrator 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 Adviser PSEG or the Administrator any of its Subsidiaries is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”"), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the . The execution, delivery and performance of this Underwriting Agreement, the Investment Advisory 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 PSEG in connection with the Administration Agreement 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, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser and the Administrator PSEG with their respective its obligations hereunder and under the Investment Advisory Agreement thereunder have been duly authorized by all necessary corporate action and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser PSEG or the Administrator any of its subsidiaries pursuant to, the Adviser/Administrator any Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation of the provisions of the limited liability company operating agreement charter or by-laws of the Adviser PSEG or Administrator, respectively, 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 Adviser PSEG or the Administrator 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 PSEG or any of its subsidiaries.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of limited partnership or certificate of formation, as applicable, or limited partnership operating agreement or limited liability company operating agreement agreement, 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Underwritten Securities Notes and the use of the proceeds from the sale of the Underwritten Securities Notes as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited partnership or limited liability company operating agreement agreement, as applicable, of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 Adviser or the Administrator is a party or by which it or any of them may be bound, or to which any The issue and sale of the property or assets Securities and the compliance by the Company with all of the Adviser or provisions of the Administrator is subject (collectivelySecurities, the “Adviser/Administrator Agreements and Instruments”)Indenture, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions herein contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do will 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 the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Adviser Company or NSR pursuant to the Administrator pursuant toterms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Adviser/Administrator Agreements and Instruments except for such violations Company or NSR is a party or by which the Company or NSR is bound or to which any of the property or assets of the Company or NSR is subject, other than those conflicts, breaches or defaults that would not, individually or in the aggregate, have a material adverse effect on the financial condition, earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not reasonably be expected to result arising in the ordinary course of business (a "Material Adverse Effect"), nor will such action result in any violation of the provisions of the limited liability company operating agreement Restated Articles of Incorporation or Bylaws of the Adviser or Administrator, respectively, Company or any applicable law, statute, rule, regulation, judgment, statute or any order, writ rule or decree regulation of any government, government instrumentality court or court, domestic governmental agency or foreign, body having jurisdiction over the Adviser Company or the Administrator NSR or any of their assetsproperties other than those violations that would not have a Material Adverse Effect; and no consent, properties approval, authorization, order, registration or operationsqualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement, the Indenture or the Registration Rights Agreement other than (i) registration under the 1933 Act of the Exchange Notes (including filings with the Financial Industry Regulatory Authority ("FINRA")) and (ii) qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), in each case, upon consummation of the Exchange Offer, and except such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws or under the laws of foreign jurisdictions in connection with the purchase and distribution of the Securities by the Initial Purchasers.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the The execution, delivery and --------------------------------- performance by the Trust of this Agreement, the Investment Advisory Agreement and the Administration each Fundamental Trust Agreement and the consummation of the transactions contemplated herein and herein, therein and in the Trust Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten TrUEPrS and any exchange of Company Securities pursuant thereto and the use of the proceeds from the sale of the Underwritten Securities TrUEPrS as described in the General Disclosure Package and the Trust Prospectus under the caption “"Use of Proceeds”Proceeds and Collateral Arrangements") and compliance by the Adviser and Trust with its obligations hereunder, under the Administrator with their respective obligations hereunder TrUEPrS and under the Investment Advisory Agreement and the Administration each Fundamental Trust Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Trust 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 Adviser or the Administrator Trust pursuant to, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser/Administrator Trust is a party or by which it may be bound, or to which any of the property or assets of the Trust is subject (collectively, "Agreements and Instruments Instruments") (except for such violations conflicts, breaches, defaults or defaults Trust Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business prospects, management, investment objectives or investment policies of the Trust or on the ability of the Trust to perform its obligations under this Agreement, any Fundamental Trust Agreement or the other agreements or instruments contemplated by this Agreement or the Trust Registration Statement, whether or not arising in the ordinary course of business, (a "Material Adverse Trust Effect"), nor will such action result in any violation of the provisions of the limited liability company operating agreement Trust Agreement or the trust certificates of the Adviser or AdministratorTrust filed with the State of Delaware on October 13, respectively1998 and November 5, 1998 or any applicable law, statute, rulerule or regulation of any government or government instrumentality having jurisdiction over the Trust or any of its assets, properties or operations (other than any state securities or "blue sky" law, statute, rule or regulation, as to which no representation or warranty is made), or any applicable judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or the Administrator Trust or any of their assetsits assets or properties (except for such violations of any law, properties statute, rule, regulation, judgment, order, writ or operationsdecree that would not result in a Material Adverse Trust Effect).

Absence of Defaults and Conflicts. Neither the Adviser Corporation nor any of the Administrator Subsidiaries is in violation of its limited liability company operating agreement articles or other constating instrument or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease lease, license or other agreement or instrument to which the Adviser Corporation or any of the Administrator 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 Adviser Corporation or the Administrator any Subsidiary is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), except where such default, breach or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that conflict would not reasonably be expected to result in have a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation each of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Transaction Documents (including the issuance authorization, issuance, sale and sale delivery of the Underwritten Securities Initial Shares and any Over-Allotment Shares and the use of the proceeds from the sale of the Underwritten Securities such securities as described in the General Disclosure Package and the Prospectus Supplements under the caption “Use of Proceeds”) and compliance by the Adviser Corporation with its obligations hereunder, have been or will be duly authorized by all necessary corporate action, and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser Corporation or any Subsidiary pursuant to the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation a conflict with the articles or by-laws of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, Corporation or any Subsidiary or any existing applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser Corporation or the Administrator any Subsidiary or any of their assets, properties or operationsoperations except for such violations or conflicts that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Corporation or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Company is not in violation of its limited liability company operating agreement 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 Adviser or the Administrator Company is a party or by which it or any of them may be bound, or to which any of the property or assets of the Adviser or the Administrator Company is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ) except for such violations or defaults that would as have not resulted, and are not reasonably be expected to result result, in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement Indenture and the Administration Agreement Securities, and the Mortgage and the Collateral Bonds, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and Securities, the use of the proceeds from the sale of the Underwritten Securities as described in the General Registration Statement, the Disclosure Package and the Prospectus under and the caption “Use issuance and delivery of Proceeds”the Collateral Bonds) and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder and hereunder, under the Investment Advisory Agreement Indenture, on the Securities, under the Mortgage and on the Administration Agreement Collateral Bonds 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 lienLien (as defined below), charge or encumbrance other than the Lien of the Mortgage and the Lien of the Indenture, upon any property or assets of the Adviser or the Administrator Company pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults that Liens as would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement articles of incorporation or by-laws of the Adviser or Administrator, respectively, 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 Adviser or the Administrator Company or any of their its assets, properties or operations. As used herein, a “Repayment Event” means any event or condition 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.

Absence of Defaults and Conflicts. Neither the Adviser Company nor any of the Administrator Subsidiaries is in violation of its limited liability company operating agreement certificate of incorporation, bylaws or other organizational documents. Further, neither the Company nor any of the 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 Adviser Company or any of the Administrator 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 Adviser Company or any of the Administrator Subsidiaries is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ) except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Deposit Agreement, the Warrant Agreement, if applicable, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the Statement and General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement 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 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 Adviser Company or any of the Administrator Subsidiaries pursuant to, the Adviser/Administrator Agreements and Instruments Instruments, except for such violations conflicts, breaches, defaults or defaults Repayment Events that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement certificate of incorporation, bylaws or other organizational documents of the Adviser Company or Administrator, respectively, any of the 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 Adviser Company or any of the Administrator 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 of the Subsidiaries.

Absence of Defaults and Conflicts. Neither the Adviser None of MergerCo, ▇▇▇▇▇▇ nor the Administrator any of its Designated Subsidiaries is in violation of its limited liability company operating agreement 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 Adviser MergerCo, Serena or the Administrator any of its Designated 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 Adviser MergerCo, Serena or the Administrator any of its Designated Subsidiaries is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to to, individually or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement Indenture, the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by any of the Administration Agreement Issuers in connection with the transactions contemplated hereby or thereby or in both the Disclosure Package or the Final Offering Memorandum and the consummation of the transactions contemplated herein and therein and in both the Registration Statement, the General Disclosure Package and the Prospectus Final Offering Memorandum (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in both the General Disclosure Package and the Prospectus Final Offering Memorandum under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Issuers with their respective obligations hereunder have been duly authorized by all necessary corporate action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser MergerCo, ▇▇▇▇▇▇ or the Administrator any of its Designated Subsidiaries pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations conflicts, breaches or defaults or Repayment Events or liens, charges or encumbrances as are disclosed in both the Disclosure Package and the Final Offering Memorandum or that would not reasonably be expected to to, individually or in the aggregate, result in a Material Adverse Effect, nor will such action result in any violation of (a) the provisions of the limited liability company operating agreement charter or by-laws of the Adviser MergerCo, Serena or Administrator, respectively, any of its Designated 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 Adviser MergerCo, Serena or the Administrator any of its Designated Subsidiaries or any of their assets, properties or operations, except, in the case of (b) above, for violations that would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by MergerCo, ▇▇▇▇▇▇ or any of its subsidiaries.

Absence of Defaults and Conflicts. Neither The issue and sale of the Adviser nor Preferred ---------------------------------- Securities and the Administrator is Common Securities by the Trust, the compliance by the Trust with all of the provisions of this Agreement, the purchase of the Subordinated Debt Securities by the Trust and the consummation of the transactions herein contemplated will not conflict with or result in violation of its limited liability company operating agreement or in default in the performance or observance a breach of any obligationof the terms or provisions of, or constitute a default under, any indenture, loan agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease trust or other agreement or instrument to which the Adviser or the Administrator Trust is a party or by which it or any of them may be bound, the Trust is bound or to which any of the property or assets of the Adviser or the Administrator Trust is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effectsubject, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, Declaration or any applicable law, statute, rule, regulation, judgment, statute or any order, writ rule or decree regulation of any government, government instrumentality court or court, domestic governmental agency or foreign, body having jurisdiction over the Adviser or the Administrator Trust or any of their assetsits properties; and no consent, properties approval, authorization, order, license, certificate, permit, registration or operationsqualification of or with any such court or other governmental agency or body is required to be obtained by the Trust for the issue and sale of the Preferred Securities and the Common Securities by the Trust, the purchase of the Subordinated Debt Securities by the Trust or the consummation by the Trust of the transactions contemplated by this Agreement and the Declaration, except for such consents, approvals, authorizations, licenses, certificates, permits, registrations or qualifications as have already been obtained, or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws or under 1939 Act. The issuance by the Company of the Guarantees and the Subordinated Debt Securities, the compliance by the Company with all of the provisions of this Agreement, the execution, delivery and performance by the Company of the Declaration, the Subordinated Debt Securities, the Guarantee Agreements and the Indenture, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, loan agreement, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Restated Certificate of Incorporation or by-laws of the Company or 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; and no consent, approval, authorization, order, license, certificate, permit, registration or qualification of or with any such court or other governmental agency or body is required for the issue of the Guarantees and the Subordinated Debt Securities or the consummation by the Company of the other transactions contemplated by this Agreement, except for such consents, approvals, authorizations, licenses, certificates, permits, registrations or qualifications as have already been obtained, or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws or under the 1939 Act.

Absence of Defaults and Conflicts. Neither the Adviser Operating Partnership nor the Administrator any Subsidiary is (A) in violation of its charter, by-laws, certificate of limited partnership or partnership agreement, limited liability company operating agreement or other organizational document, as the case may be, or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator any such entity is a party or by which it or any of them may be bound, or to which any of the its property or assets of the Adviser may be bound or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except (with respect to clause (B) only) for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the . The execution, delivery and performance of this Underwriting Agreement, the Investment Advisory Agreement applicable Terms Agreement, the Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by the Administration Agreement Operating Partnership in connection with the transactions contemplated hereby or thereby or in the Registration Statement, the Prospectus or the Disclosure Package and the consummation of the transactions contemplated herein and therein and in the Registration Statement, Statement or the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities Securities, and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Operating Partnership with their respective its obligations hereunder and under the Investment Advisory Agreement thereunder have been duly authorized by all necessary partnership action and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser Operating Partnership or the Administrator any Subsidiary pursuant to, the Adviser/Administrator any Agreements and Instruments Instruments, except for such violations conflicts, breaches, defaults, Repayment Events (as defined below) or defaults liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of (A) the limited liability company operating agreement charter, by-laws or the organizational documents of the Adviser Operating Partnership or Administrator, respectively, any Subsidiary or (B) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser Operating Partnership or the Administrator any Subsidiary or any of their assets, properties or operations, except (with respect to clause (B) only) for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Operating Partnership or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Custodial Trust is not (a) in violation of its limited liability company operating agreement or the applicable Custodial Trust Declaration, (b) in default 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 indenture or other agreement or instrument to which the Adviser or the Administrator it is a party or by which it or any of them may be bound, is bound or to which any of its properties is subject, except for any such defaults that would not, individually or in the property aggregate, have a material adverse effect on the condition, financial or assets otherwise, results of operations, activities or prospects of the Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)Custodial Trust, or (c) in violation of any law, statuteordinance, governmental rule, regulationregulation or court decree to which it or its property may be subject, judgment, order or decree except for any such violations or defaults that would not reasonably be expected to result not, individually or in the aggregate, have a Material Adverse Effect; and material adverse effect on the condition, financial or otherwise, results of operations, activities or prospects of the Custodial Trust. None of (w) the execution, delivery and performance of this Agreement, the Investment Advisory applicable Radian Securities Put Agreement or the Other Trust Agreements to which it is a party, (x) the consummation of the transactions contemplated hereby, thereby or as described in the Offering Memorandum, (y) the issuance, sale and delivery of the CPS Securities or (z) compliance by the Custodial Trust with the provisions of this Agreement, the applicable Radian Securities Put Agreement and each of the Administration Agreement Other Trust Agreements to which it is a party and the CPS Securities and the consummation of the transactions herein or therein contemplated herein and therein and in the Registration Statement, the General Disclosure Package 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 or as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and Offering Memorandum will notresult in a breach or violation of, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach ofdefault under, the applicable Custodial Trust Declaration or any similar organizational document or any agreement, indenture or other instrument to which the Custodial Trust is a party or by which the Custodial Trust is bound, or default underto which any of its properties is subject, nor will any such action or the performance by the Custodial Trust of its obligations hereunder, thereunder or as described in the Offering Memorandum violate any law, rule, administrative regulation or decree of any court, or any governmental agency or body having jurisdiction over the Custodial Trust or its properties, or result in the creation or imposition of any lien, charge charge, claim or encumbrance upon any property or assets asset of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operationsCustodial Trust.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities, the issuance of the Underlying Securities upon conversion thereof and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of formation or limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Prospectus and the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the The execution, delivery and performance by the Trust of this Agreement, the Investment Advisory Agreement and the Administration each Fundamental Agreement and the consummation of the transactions contemplated herein and herein, therein and in the Trust Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities and the delivery of shares of Dollar General Common Stock pursuant thereto, the consummation of the Forward Purchase and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Trust Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser and Trust with its obligations hereunder, under the Administrator with their respective obligations hereunder Securities and under the Investment Advisory Agreement and the Administration each Fundamental Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser or the Administrator Trust pursuant to, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser/Administrator Trust is a party or by which it may be bound, or to which any of the property or assets of the Trust is subject (collectively, "Agreements and Instruments Instruments") (except for such violations conflicts, breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement Trust Agreement or the trust certificate of the Adviser or AdministratorTrust filed with the State of Delaware on April 15, respectively, 1998 or any applicable law, statute, rulerule or regulation of any government or government instrumentality having jurisdiction over the Trust or any of its assets, properties or operations (other than any state securities or "blue sky" law, statute, rule or regulation, as to which no representation or warranty is made), or any applicable judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or the Administrator or any of their assets, properties or operations.writ

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of formation or limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities Shares and the use of the proceeds from the sale of the Underwritten Securities Shares as described in the General Pricing Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser Company nor the Administrator any of its subsidiaries is in violation of its limited liability company operating agreement 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 Adviser Company or the Administrator 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 Adviser Company or the Administrator any of its subsidiaries is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement Indenture and the Administration Agreement 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 Registration Statement, the General Disclosure Package and the Prospectus and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder and under the Investment Advisory Agreement Indenture and the Administration Agreement Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser Company or the Administrator any of its subsidiaries pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults that Repayment Events or liens, charges or encumbrances that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser Company or the Administrator any of its subsidiaries or any of their assets, properties or operationsoperations (a “Government Entity”) except for such violations that would not reasonably be expected to result in a Material Adverse Effect, nor will any such action result in any violation of the provisions of the charter or by-laws of the Company or any Significant 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 of its subsidiaries.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the The execution, delivery and performance by the Trust of this Agreement, the Investment Advisory Agreement and the Administration each Fundamental Agreement and the consummation of the transactions contemplated herein and herein, therein and in the Trust Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities and the delivery of shares of ContiFinancial Common Stock pursuant thereto, the consummation of the Forward Purchase and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Trust Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser and Trust with its obligations hereunder, under the Administrator with their respective obligations hereunder Securities and under the Investment Advisory Agreement and the Administration each Fundamental Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser or the Administrator Trust pursuant to, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser/Administrator Trust is a party or by which it may be bound, or to which any of the property or assets of the Trust is subject (collectively, "Agreements and Instruments Instruments") (except for such violations conflicts, breaches or defaults or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement Trust Agreement or the Restated Trust Certificate of the Adviser or AdministratorTrust filed with the State of Delaware on February __, respectively, 1997 or any applicable law, statute, rulerule or regulation (other than any state securities or "blue sky" law, statute, rule or regulation, as to which no representation or warranty is made), or any applicable judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or the Administrator Trust or any of their assetsits assets or properties (except for such violations of law, properties statute, rule, regulation, judgment, order, writ or operationsdecree 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 of the Trust (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 Trust.

Absence of Defaults and Conflicts. Neither None of the Adviser nor the Administrator Company --------------------------------- or any of its subsidiaries is in violation of its limited liability company operating agreement 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 Adviser Company or the Administrator 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 Adviser Company or the Administrator any of its subsidiaries is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ") except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement Indenture, the Registration Rights Agreement, the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Administration Agreement Company or any Subsidiary Guarantor in connection with the transactions contemplated hereby or and the consummation of the transactions contemplated herein and therein (including the tender offer (the "Tender Offer") and consent solicitation (the "Consent Solicitation") with respect to the Company's 12 1/2% Senior Secured Notes due 2003 (the "Senior Secured Notes"), the execution and delivery of the First Supplemental Indenture pursuant to the terms of the Consent Solicitation (the "First Supplemental Indenture"), the defeasance of any Senior Secured Notes not tendered for repurchase by the Company in the Registration StatementTender Offer (the "Defeasance"), the General Disclosure Package execution of that certain Credit Agreement between the Company, the Subsidiary Guarantors and CIBC ▇▇▇▇▇▇▇▇▇▇▇ Corp. (the "Bank Facility") and the Prospectus incurrence of indebtedness thereunder by the Company upon the initial funding under the Bank Facility (including the Tender Offer, the Consent Solicitation, the execution and delivery of the First Supplemental Indenture, the Defeasance and the execution and delivery of, and the incurrence of such indebtedness under, the Bank Facility are collectively referred to herein as the "Related Transactions"), the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus Offering Memorandum under the caption “"Use of Proceeds”") and compliance by the Adviser Company and the Administrator Subsidiary Guarantors with their respective obligations hereunder and under the Investment Advisory Agreement Operative Agreements have been duly authorized by all necessary action (corporate or otherwise) and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser Company or any of its subsidiaries pursuant to the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments Instruments, except for such violations conflicts, breaches or defaults or liens, charges or encumbrances that are disclosed in the Offering Memorandum or that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement charter or by-laws of the Adviser Company or Administrator, respectively, 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 Adviser Company or the Administrator 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 of its subsidiaries.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and Distribution Agreements or the Administration Agreement Company Agreements and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Underwritten Securities Shares and the use of the proceeds from the sale of the Underwritten Securities Shares as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither The issue and sale of the Adviser nor ---------------------------------------- Preferred Securities and the Administrator is Common Securities by the Trust, the compliance by the Trust with all of the provisions of this Agreement, the purchase of the Subordinated Debt Securities by the Trust and the consummation of the transactions herein contemplated will not conflict with or result in violation of its limited liability company operating agreement or in default in the performance or observance a breach of any obligationof the terms or provisions of, or constitute a default under, any indenture, loan agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease trust or other agreement or instrument to which the Adviser or the Administrator Trust is a party or by which it or any of them may be bound, the Trust is bound or to which any of the property or assets of the Adviser or the Administrator Trust is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effectsubject, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, Declaration or any applicable law, statute, rule, regulation, judgment, statute or any order, writ rule or decree regulation of any government, government instrumentality court or court, domestic governmental agency or foreign, body having jurisdiction over the Adviser or the Administrator Trust or any of their assetsits properties; and no consent, properties approval, authorization, order, license, certificate, permit, registration or operationsqualification of or with any such court or other governmental agency or body is required to be obtained by the Trust for the issue and sale of the Preferred Securities and the Common Securities by the Trust, the purchase of the Subordinated Debt Securities by the Trust or the consummation by the Trust of the transactions contemplated by this Agreement and the Declaration, except for such consents, approvals, authorizations, licenses, certificates, permits, registrations or qualifications as have already been obtained, or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws or under 1939 Act. The issuance by the Company of the Guarantees and the Subordinated Debt Securities, the compliance by the Company with all of the provisions of this Agreement, the execution, delivery and performance by the Company of the Declaration, the Subordinated Debt Securities, the Guarantee Agreements and the Indenture, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, loan agreement, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Restated Certificate of Incorporation or by-laws of the Company or 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; and no consent, approval, authorization, order, license, certificate, permit, registration or qualification of or with any such court or other governmental agency or body is required for the issue of the Guarantees and the Subordinated Debt Securities or the consummation by the Company of the other transactions contemplated by this Agreement, except for such consents, approvals, authorizations, licenses, certificates, permits, registrations or qualifications as have already been obtained, or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws or under the 1939 Act.

Absence of Defaults and Conflicts. Neither the Adviser Manager nor the Administrator is in violation of its limited partnership agreement or limited liability company operating agreement agreement, 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 Adviser Manager or the Administrator 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 Adviser Manager or the Administrator is subject (collectively, the “AdviserManager/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the Statement and General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser Manager and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser Manager or the Administrator pursuant to, the AdviserManager/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited partnership agreement of the Manager or the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser Manager or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither This Agreement and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Sub-Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, each agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its respective terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and public policy and except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights and remedies generally (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or the Sub-Advisory Agreement nor the Administrator is in violation performance by the Sub-Adviser of its limited liability company operating agreement obligations hereunder 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 Adviser or the Administrator is a party or by which it or any of them may be boundthereunder will conflict with, or to which result in a breach of any of the property or assets of the Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements terms and Instruments”)provisions of, or in violation of any lawconstitute, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage lapse of time or both, conflict with a default under any agreement or constitute instrument to which the Sub-Adviser is a breach ofparty or by which it is bound and which would result in any material adverse change in the condition, financial or otherwise, or default underearnings, business affairs or business prospects of the Sub-Adviser, or result in materially and adversely affect the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Sub-Adviser or have a material adverse effect on the Administrator pursuant toability of the Sub-Advisor to perform its obligations hereunder and under the Sub-Advisory Agreement, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation organizational documents of the provisions of Sub-Adviser or, to the limited liability company operating agreement of the Adviser or AdministratorSub-Adviser's knowledge, respectively, or by any applicable law, statute, rule, regulation, judgment, order, writ decree, rule or decree regulation applicable to it of any governmentjurisdiction, government instrumentality or court, domestic federal or foreignstate regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Sub-Adviser or the Administrator or any of their assets, its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Sub-Adviser of the transactions contemplated by this Agreement or the Sub-Advisory Agreement to which it is a party, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.

Absence of Defaults and Conflicts. Neither the Adviser Operating Partnership nor the Administrator any Subsidiary is in violation of its charter, by-laws, certificate of limited liability company operating partnership or partnership agreement or other organizational document, 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 Adviser or the Administrator any such entity is a party or by which it or any of them may be bound, or to which any of the its property or assets of the Adviser may be bound or the Administrator is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”"), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; Effect and except that no representation is made as to whether there has been any default under the Agreements and Instruments with regard to insurance coverage for acts of terrorism. The execution, delivery and performance of this Underwriting Agreement, the Investment Advisory Agreement applicable Terms Agreement, the Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by the Operating Partnership in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Administration Agreement Prospectus and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser and the Administrator Operating Partnership with their respective its obligations hereunder and under the Investment Advisory Agreement thereunder have been duly authorized by all necessary partnership action and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser Operating Partnership or the Administrator any Subsidiary pursuant to, the Adviser/Administrator any Agreements and Instruments Instruments, except for such violations conflicts, breaches, defaults, Repayment Events (as defined below) or defaults liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement charter, by-laws or the organizational documents of the Adviser Operating Partnership or Administrator, respectively, any Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser Operating Partnership or the Administrator any Subsidiary or any of their assets, properties or operations, except for such violations that would not have a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Operating Partnership or any Subsidiary.

Absence of Defaults and Conflicts. Neither Except as otherwise disclosed in the Adviser Registration Statement, the Prospectus and the General Disclosure Package, neither the Company nor the Administrator any of its Subsidiaries is in violation of its limited liability company operating agreement 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 Adviser Company or the Administrator 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 Adviser Company or the Administrator any Subsidiary is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ) except for such violations or defaults that would could not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement Underwriting Agreements and the consummation of the transactions contemplated herein and therein and herein, in the Registration StatementDeposit Agreement, the General Disclosure Package Registration Statement and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package Registration Statement and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder have been duly authorized by all necessary corporate action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser Company or the Administrator any Subsidiary pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that would 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 limited liability company operating agreement charter or by-laws of the Adviser Company or Administrator, respectively, any Subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser Company or the Administrator any Subsidiary or any of their assets, properties or operations, provided in the case of (ii) only, except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Trust is not in violation of its limited liability company operating agreement and declaration of trust 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 Adviser or the Administrator 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 Adviser or the Administrator Trust is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ") except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Advisory Agreement, the Administration Agreement, the Custodian Agreement, the Investment Advisory Company Service Agreement and the Expense Limitation Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement," the "Administration Agreement Agreement," the "Custodian Agreement," the "Transfer Agency Agreement" and the "Expense Limitation Agreement," respectively) and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser and the Administrator Trust with their respective its obligations hereunder have been duly authorized by all necessary corporate action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser or the Administrator Trust pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches or defaults or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement declaration of trust or by-laws of the Adviser or Administrator, respectivelyTrust, 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 Adviser or the Administrator Trust or any of their its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust.

Absence of Defaults and Conflicts. Neither the Adviser Company nor the Administrator any --------------------------------- of its subsidiaries is in violation of its limited liability company operating agreement 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 Adviser Company or the Administrator 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 Adviser Company or the Administrator any of its subsidiaries is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”"), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the . The execution, delivery and performance of this Underwriting Agreement, the Investment Advisory 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 Administration Agreement 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, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”Proceeds ") and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder and under the Investment Advisory Agreement thereunder have been duly authorized by all necessary corporate action and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser Company or the Administrator any of its subsidiaries pursuant to, the Adviser/Administrator any Agreements and Instruments (except for such violations conflicts, breaches, defaults, events or defaults liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect, ) nor will such action result in any violation of the provisions of the limited liability company operating agreement charter or by-laws of the Adviser Company or Administrator, respectively, 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 Adviser Company or the Administrator 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 of its subsidiaries.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities [and, if applicable, the issuance of shares of Common Stock upon conversion of the Preferred Stock] and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Company is not in violation of its limited liability company operating agreement 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 Adviser or the Administrator Company is a party or by which it or any of them may be bound, or to which any of the property or assets of the Adviser or the Administrator Company is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ") except for such violations or defaults that would as have not resulted, and are not reasonably be expected to result result, in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement Indenture and the Administration Agreement Securities, and the Mortgage and the Collateral Bonds, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and Securities, the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”" and the issuance and delivery of the Collateral Bonds) and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder and hereunder, under the Investment Advisory Agreement Indenture, on the Securities, under the Mortgage and on the Administration Agreement Collateral Bonds have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien (as hereinafter defined) (other than the Lien of the Mortgage and the Lien of the Indenture) upon any property or assets of the Adviser or the Administrator Company pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults that Liens as would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement articles of incorporation or by-laws of the Adviser or Administrator, respectively, Company or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or 5 _____________________________________________________________________________________ court, domestic or foreign, having jurisdiction over the Adviser or the Administrator Company or any of their its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition 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.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “"Adviser/Administrator Agreements and Instruments”"), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance of the Rights pursuant to the terms of the Rights Offering, the issuance and sale of the Underwritten Securities pursuant to the terms of the Rights Offering and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations conflicts, breaches, defaults, liens, charges or defaults encumbrances that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of formation or limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Underwritten Securities Shares and the use of the proceeds from the sale of the Underwritten Securities Shares as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither The issue and sale of the Adviser nor --------------------------------- Preferred Securities and the Administrator is Common Securities by the Trust, the compliance by the Trust with all of the provisions of this Agreement, the purchase of the Subordinated Debt Securities by the Trust, and the consummation of the transactions herein contemplated will not conflict with or result in violation of its limited liability company operating agreement or in default in the performance or observance a breach of any obligationof the terms or provisions of, or constitute a default under, any indenture, loan agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease trust or other agreement or instrument to which the Adviser or the Administrator Trust is a party or by which it or any of them may be bound, the Trust is bound or to which any of the property or assets of the Adviser or the Administrator Trust is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effectsubject, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, Declaration or any applicable law, statute, rule, regulation, judgment, statute or any order, writ rule or decree regulation of any government, government instrumentality court or court, domestic governmental agency or foreign, body having jurisdiction over the Adviser or the Administrator Trust or any of their assetsits properties; and no consent, properties approval, authorization, order, license, certificate, permit, registration or operationsqualification of or with any such court or other governmental agency or body is required to be obtained by the Trust for the issue and sale of the Preferred Securities and the Common Securities by the Trust, the purchase of the Subordinated Debt Securities by the Trust or the consummation by the Trust of the transactions contemplated by this Agreement and the Declaration, except for such consents, approvals, authorizations, licenses, certificates, permits, registrations or qualifications as have already been obtained, or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws or under the 1939 Act. The issuance by the Company of the Guarantees and the Subordinated Debt Securities, the compliance by the Company with all of the provisions of this Agreement, the execution, delivery and performance by the Company of the Declaration, the Subordinated Debt Securities, the Guarantee Agreements and the Indenture, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, loan agreement, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Restated Certificate of Incorporation or by-laws of the Company or 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; and no consent, approval, authorization, order, license, certificate, permit, registration or qualification of or with any such court or other governmental agency or body is required for the issue of the Guarantees and the Subordinated Debt Securities or the consummation by the Company of the other transactions contemplated by this Agreement, except for such consents, approvals, authorizations, licenses, certificates, permits, registrations or qualifications as have already been obtained, or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws or under the 1939 Act.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Company is not in violation of its limited liability company operating agreement 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 Adviser or the Administrator Company is a party or by which it or any of them may be bound, or to which any of the property or assets of the Adviser or the Administrator Company is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ") except for such violations or defaults that would as have not resulted, and are not reasonably be expected to result result, in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement Indenture and the Administration Agreement Securities, and the Mortgage and the Collateral Bonds, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and Securities, the use of the proceeds from the sale of the Underwritten Securities as described in the General Registration Statement, the Disclosure Package and the Prospectus under and the caption “Use issuance and delivery of Proceeds”the Collateral Bonds) and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder and hereunder, under the Investment Advisory Agreement Indenture, on the Securities, under the Mortgage and on the Administration Agreement Collateral Bonds 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 lienLien (as defined below), charge or encumbrance other than the Lien of the Mortgage and the Lien of the Indenture, upon any property or assets of the Adviser or the Administrator Company pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults that Liens as would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement articles of incorporation or by-laws of the Adviser or Administrator, respectively, 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 Adviser or the Administrator Company or any of their its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition 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.

Absence of Defaults and Conflicts. Neither the Adviser Company nor the Administrator any of its subsidiaries is in violation of its limited liability company operating agreement 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 Adviser Company or the Administrator 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 Adviser Company or the Administrator any of its subsidiaries is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement Indenture and the Administration Agreement 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 Registration Statement, the General Disclosure Package and the Prospectus and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder and under the Investment Advisory Agreement Indenture and the Administration Agreement Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser Company or the Administrator any of its subsidiaries pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults that Repayment Events or liens, charges or encumbrances that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser Company or the Administrator any of its subsidiaries or any of their assets, properties or operationsoperations (a “Government Entity”) except for such violations that would not reasonably be expected to result in a Material Adverse Effect, nor will any such action result in any violation of the provisions of the charter or by-laws of the Company or any Designated 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 of its subsidiaries.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating agreement certificate of formation or Limited Liability Company 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Prospectus and the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither The issue and sale of the Adviser nor --------------------------------- Preferred Securities and the Administrator is Common Securities by the Trust, the compliance by the Trust with all of the provisions of this Agreement, the purchase of the Subordinated Debt Securities by the Trust and the consummation of the transactions herein contemplated will not conflict with or result in violation of its limited liability company operating agreement or in default in the performance or observance a breach of any obligationof the terms or provisions of, or constitute a default under, any indenture, loan agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease trust or other agreement or instrument to which the Adviser or the Administrator Trust is a party or by which it or any of them may be bound, the Trust is bound or to which any of the property or assets of the Adviser or the Administrator Trust is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effectsubject, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, Declaration or any applicable law, statute, rule, regulation, judgment, statute or any order, writ rule or decree regulation of any government, government instrumentality court or court, domestic governmental agency or foreign, body having jurisdiction over the Adviser or the Administrator Trust or any of their assetsits properties; and no consent, properties approval, authorization, order, license, certificate, permit, registration or operationsqualification of or with any such court or other governmental agency or body is required to be obtained by the Trust for the issue and sale of the Preferred Securities and the Common Securities by the Trust, the purchase of the Subordinated Debt Securities by the Trust or the consummation by the Trust of the transactions contemplated by this Agreement and the Declaration, except for such consents, approvals, authorizations, licenses, certificates, permits, registrations or qualifications as have already been obtained, or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws or under 1939 Act. The issuance by the Company of the Guarantees and the Subordinated Debt Securities, the compliance by the Company with all of the provisions of this Agreement, the execution, delivery and performance by the Company of the Declaration, the Subordinated Debt Securities, the Guarantee Agreements and the Indenture, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, loan agreement, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Restated Certificate of Incorporation or by-laws of the Company or 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; and no consent, approval, authorization, order, license, certificate, permit, registration or qualification of or with any such court or other governmental agency or body is required for the issue of the Guarantees and the Subordinated Debt Securities or the consummation by the Company of the other transactions contemplated by this Agreement, except for such consents, approvals, authorizations, licenses, certificates, permits, registrations or qualifications as have already been obtained, or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws or under the 1939 Act.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Company is not in violation of its limited liability company operating agreement 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 Adviser or the Administrator Company is a party or by which it or any of them may be bound, or to which any of the property or assets of the Adviser or the Administrator Company is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ") except for such violations or defaults that would as have not resulted, and are not reasonably be expected to result result, in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement Indenture and the Administration Agreement Securities, and the Mortgage and the Collateral Bonds, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and Securities, the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”" and the issuance and delivery of the Collateral Bonds) and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder and hereunder, under the Investment Advisory Agreement Indenture, on the Securities, under the Mortgage and on the Administration Agreement Collateral Bonds have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien (as hereinafter defined) (other than the Lien of the Mortgage and the Lien of the Indenture) upon any property or assets of the Adviser or the Administrator Company pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults that Liens as would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement articles of incorporation or by-laws of the Adviser or Administrator, respectively, 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 Adviser or the Administrator Company or any of their its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such 5 holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Fund is not in violation of its limited liability company operating agreement Declaration of Trust, as amended, or by-laws, as amended, or other organizational documents, or of any law, ordinance, administrative or governmental rule or regulation applicable to the Fund or of any decree of the Commission, the NASD, any state securities commission, any national securities exchange, any arbitrator, any court or governmental agency, body or official having jurisdiction over the Fund, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, bond, debenture, note, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator is a party or by which it or any other evidence of them may indebtedness or in any contract required to be bound, or included as an exhibit to which any of the property or assets of the Adviser or the Administrator is subject Registration Statement (collectively, the “Adviser/Administrator Agreements and InstrumentsFund Agreements”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Administration Agreement, the Stock Transfer Agency Agreement, the Custody Agreement, the Marketing, Administration, Bookkeeping and Pricing Services Agreement and the Distribution Assistance Agreement referred to in the Registration Statement (as used herein, the “Investment Advisory Agreement,” the “Administration Agreement Agreement,” the “Stock Transfer Agency Agreement,” the “Custody Agreement,” the “Marketing, Administration, Bookkeeping and Pricing Services Agreement” and the “Distribution Assistance Agreement,” respectively) and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Fund with their respective its obligations hereunder have been duly authorized by all necessary Trust action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser or the Administrator Fund pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effectagreements, nor will such action result in any violation of the provisions of the limited liability company operating agreement Declaration of Trust or by-laws of the Adviser or AdministratorFund, respectivelyeach as amended from time to time, 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 Adviser or the Administrator Fund or any of their its assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.

Absence of Defaults and Conflicts. Neither the Adviser Company nor the Administrator any of its Subsidiaries is in violation of its limited liability company operating agreement Limited Liability Company Operating Agreement, Certificate of Formation, other organizational document 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 Adviser Company or the Administrator 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 Adviser Company or the Administrator any of its Subsidiaries is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the Change. The execution, delivery and performance of this Underwriting Agreement, the Investment Advisory Agreement applicable Terms 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 the Guarantors in connection with the transactions contemplated hereby or thereby or in the Registration Statement, the General Disclosure Package and the Administration Agreement Prospectus and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”therein) and compliance by the Adviser Company and the Administrator Guarantors with their respective obligations hereunder and under the Investment Advisory Agreement thereunder have been duly authorized by all necessary company action and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser Company or the Administrator any of its Subsidiaries pursuant to, the Adviser/Administrator any Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation of the provisions of the limited liability company operating agreement organizational documents or by-laws of the Adviser Company or Administrator, respectively, 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 Adviser Company or the Administrator 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 of its Subsidiaries.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of limited partnership or certificate of formation, as applicable, or limited partnership operating agreement or limited liability company operating agreement agreement, 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and Underlying Securities and the use of the proceeds from the sale of the Underwritten Securities and Underlying Securities as described in the General Pricing Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant toto any Instrument, the Adviser/Administrator Agreements and Instruments as applicable, except for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited partnership or limited liability company operating agreement agreement, as applicable, of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Fund is not (i) in violation of its limited liability company operating agreement declaration of trust or by-laws, as amended from time to time, 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 Adviser or the Administrator 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 Adviser or the Administrator Fund is subject (collectivelytogether with the declaration of trust and by-laws, the “Adviser/Administrator Agreements and Instruments”), or in violation of any lawexcept, statutewith respect to (ii) only, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement dated as of [—], between the Fund and the Administration Adviser (the “Investment Management Agreement”), the Investment Subadvisory Agreement dated as of [—], by and among [the Fund,] the Adviser and the Subadviser (the “Subadvisory Agreement”), the Custody Agreement dated as of [—], between the Fund and State Street Bank and Trust Company (“State Street”) (the “Custody Agreement”) the Transfer Agency and Service Agreement dated [—], between the Fund and State Street (the “Transfer Agency Agreement”), the initial subscription agreement dated as of [—], between the Fund and the Adviser (the “Initial Subscription Agreement”) [ADDITIONAL FUND AGREEMENTS] (collectively, the “Fund Agreements”), and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Fund with their respective its obligations hereunder have been duly authorized by all necessary corporate action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser or the Administrator Fund pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches or defaults or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement declaration of trust and by-laws of the Adviser or AdministratorFund, respectivelyeach as amended from time to time, 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 Adviser or the Administrator Fund or any of their its assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Trust is not in violation of its limited liability company operating agreement declaration of trust 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 Adviser or the Administrator 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 Adviser or the Administrator Trust is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Management Agreement dated as of March [ ], 2007 between the Trust and BAL (the “Management Agreement”), the Sub-Investment Advisory Agreement dated as of March [ ], 2007 by and among the Trust, BAL and BIM (the “Sub-Advisory Agreement” and, together with the Management Agreement, the “Advisory Agreements”), the Custodian Agreement dated as of March [ ], 2007 between the Trust and The Bank of New York (the “Custodian Agreement”), and the Administration Transfer Agent and Service Agreement dated as of March [ ], 2007 between the Trust and The Bank of New York (the “Transfer Agency Agreement”) and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Trust with their respective its obligations hereunder have been duly authorized by all necessary trust action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser or the Administrator Trust pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches or defaults or liens, charges or encumbrances that would not reasonably be expected to result in a Trust Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement declaration of trust or by-laws of the Adviser or AdministratorTrust, respectivelyeach as amended from time to time, 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 Adviser or the Administrator Trust or any of their its assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust.

Absence of Defaults and Conflicts. Neither the Adviser Corporation nor any of the Administrator Subsidiaries is in violation of its limited liability company operating agreement articles or other constating instrument or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease lease, license or other agreement or instrument to which the Adviser Corporation or any of the Administrator 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 Adviser Corporation or the Administrator any Subsidiary is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), except where such default, breach or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that conflict would not reasonably be expected to result in have a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation each of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Transaction Documents (including the issuance authorization, issuance, sale and sale delivery of the Underwritten Securities Initial Shares and any Over-Allotment Shares and the use of the proceeds from the sale of the Underwritten Securities such securities as described in the General Disclosure Package and the Prospectus Supplements under the caption “Use of Proceeds”) and compliance by the Adviser Corporation with its obligations hereunder, have been or will be duly authorized by all necessary corporate action, and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser Corporation or any Subsidiary pursuant to the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation a conflict with the articles or by-laws of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, Corporation or any Subsidiary or any existing applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser Corporation or the Administrator any Subsidiary or any of their assets, properties or operationsoperations except for such violations or conflicts that would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Corporation or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Fund is not in violation of its limited liability company operating agreement Declaration of Trust or by-laws or other organizational documents, or of any law, ordinance, administrative or governmental rule or regulation applicable to the Fund or of any decree of the Commission, the NASD, any state securities commission, any national securities exchange, any arbitrator, any court or governmental agency, body or official having jurisdiction over the Fund, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, bond, debenture, note, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator is a party or by which it or any other evidence of them may be bound, or to which any of the property or assets of the Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), indebtedness or in violation of any lawcontract required to be included as an exhibit to the Registration Statement (each, statute, rule, regulation, judgment, order or decree a “Material Fund Agreement”) except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Administration Agreement, the Transfer Agency Agreement, the Custody Agreement and [other agreements] referred to in the Registration Statement (as used herein, the “Investment Advisory Agreement,” the “Administration Agreement Agreement,” the “Transfer Agency Agreement,” the “Custody Agreement” and the “[other agreements,” respectively) and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Fund with their respective its obligations hereunder have been duly authorized by all necessary trust action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser or the Administrator Fund pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effectagreements, nor will such action result in any violation of the provisions of the limited liability company operating agreement Declaration of Trust or by-laws of the Adviser or AdministratorFund, respectivelyeach as amended from time to time, 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 Adviser or the Administrator Fund or any of their its assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.

Absence of Defaults and Conflicts. Neither None of the Adviser nor Company, any of its subsidiaries or the Administrator Issuer is in violation of its limited liability company operating constituting or operative document or 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 Adviser Company or the Administrator any of its subsidiaries is a party or the Issuer, as the case may be, or by which it or any of them may be bound, or to which any of the property or assets of the Adviser Company or any of its subsidiaries or the Administrator Issuer, as the case may be, is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ") except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; the issue and sale of the Securities, the execution, delivery and performance of this Agreement, the Investment Advisory Warrant Agreement, the Indenture, the Preferred Registration Rights Agreement (as hereinafter defined in Section 1(a)(xx) hereof), the Warrant Registration Rights Agreement (as hereinafter defined in Section 1(a)(xxi) hereof), the Preferred Securities, the Warrants and any other agreement or instrument entered into or issued or to be entered into or issued by the Company or the Issuer, as applicable, in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum and the Administration Agreement exchange of the Preferred Securities for the Notes and the consummation of the transactions contemplated herein and herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus Offering Memorandum under the caption “"Use of Proceeds”) " and the exchange of the Preferred Securities for the Notes), the consummation of the Merger and compliance by the Adviser and Company and, the Administrator Issuer with their respective its obligations hereunder and under the Investment Advisory Agreement thereunder have been duly authorized by all necessary action and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser Company or any of its subsidiaries or the Administrator Issuer, as the case may be, pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations conflicts, breaches or defaults that or liens, charges or encumbrances that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating constituting or operative document or agreement of the Adviser Company or Administratorany of its subsidiaries or the Issuer, respectivelyas the case may be, 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 Adviser Company or any of its subsidiaries or the Administrator Issuer, as the case may be, or any of their assetsassets or properties. As used herein, properties a "Repayment Event" means any event or operationscondition 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 to repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries or the Issuer, as the case may be.

Absence of Defaults and Conflicts. Neither The issue and sale of the Adviser nor ---------------------------------- Preferred Securities and the Administrator is Common Securities by the Trust, the compliance by the Trust with all of the provisions of this Agreement, the purchase of the Subordinated Debt Securities by the Trust and the consummation of the transactions herein contemplated will not conflict with or result in violation of its limited liability company operating agreement or in default in the performance or observance a breach of any obligationof the terms or provisions of, or constitute a default under, any indenture, loan agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease trust or other agreement or instrument to which the Adviser or the Administrator Trust is a party or by which it or any of them may be bound, the Trust is bound or to which any of the property or assets of the Adviser or the Administrator Trust is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effectsubject, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, Declaration or any applicable law, statute, rule, regulation, judgment, statute or any order, writ rule or decree regulation of any government, government instrumentality court or court, domestic governmental agency or foreign, body having jurisdiction over the Adviser or the Administrator Trust or any of their assetsits properties; and no consent, properties approval, authorization, order, license, certificate, permit, registration or operationsqualification of or with any such court or other governmental agency or body is required to be obtained by the Trust for the issue and sale of the Preferred Securities and the Common Securities by the Trust, the purchase of the Subordinated Debt Securities by the Trust or the consummation by the Trust of the transactions contemplated by this Agreement and the Declaration, except for such consents, approvals, authorizations, licenses, certificates, permits, registrations or qualifications as have already been obtained, or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws or under 1939 Act. The issuance by the Company of the Guarantees and the Subordinated Debt Securities, the compliance by the Company with all of the provisions of this Agreement, the execution, delivery and performance by the Company of the Declaration, the Subordinated Debt Securities, the Guarantee Agreements and the Indenture, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, loan agreement, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Restated Certificate of Incorporation or by-laws of the Company or 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; and no consent, approval, authorization, order, license, certificate, permit, registration or qualification of or with any such court or other governmental agency or body is required for the issue of the Guarantees and the Subordinated Debt Securities or the consummation by the Company of the other transactions contemplated by this Agreement, except for such consents, approvals, authorizations, licenses, certificates, permits, registrations or qualifications as have already been obtained, or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws or under the 1939 Act.

Absence of Defaults and Conflicts. Neither the Adviser Operating Partnership, the Company nor the Administrator any Subsidiary is (A) in violation of its charter, by-laws, certificate of limited partnership or partnership agreement, limited liability company operating agreement or other organizational document, as the case may be, or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator any such entity is a party or by which it or any of them may be bound, or to which any of the its property or assets of the Adviser may be bound or the Administrator is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”"), or in violation of any law, statute, rule, regulation, judgment, order or decree except (with respect to clause (B) only) for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the . The execution, delivery and performance of this Underwriting Agreement, the Investment Advisory applicable Terms Agreement, the Indenture, the Common Stock Delivery Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Administration Agreement Operating Partnership and 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, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Underwritten Securities, the issuance and delivery, if applicable, of the Underlying Shares upon exchange of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser Operating Partnership and the Administrator Company with their respective obligations hereunder and under the Investment Advisory Agreement thereunder have been duly authorized by all necessary partnership and the Administration Agreement corporate action, respectively, 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 Adviser Operating Partnership, the Company or the Administrator any Subsidiary pursuant to, the Adviser/Administrator any Agreements and Instruments Instruments, except for such violations conflicts, breaches, defaults, Repayment Events (as defined below) or defaults liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of (A) the limited liability company operating agreement charter, by-laws or the organizational documents of the Adviser Operating Partnership, the Company or Administrator, respectively, any Subsidiary or (B) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser Operating Partnership, the Company or the Administrator any Subsidiary or any of their assets, properties or operations, except (with respect to clause (B) only) for such violations that would not have a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Operating Partnership or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance Each of this Agreement, the Investment Advisory Management Agreement and the Administration Sub-Advisory Agreement to which such Adviser is a party has each been duly authorized, executed and delivered by such Adviser, and (assuming due authorization, execution and delivery by the consummation other parties thereto) such Agreements to which such Adviser is a party constitute valid and binding obligations of the transactions contemplated herein and therein and Adviser, enforceable in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and except as rights to indemnification and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of any of this Agreement, the Management Agreement or the Sub-Advisory Agreement to which such Adviser is a party nor the performance by such Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and under the Investment Advisory Agreement and the Administration Agreement do not and will notprovisions of, whether or constitute, with or without the giving of notice or passage lapse of time or both, conflict with or constitute a breach of, or default under, any agreement or instrument to which such Adviser is a party or by which it is bound, the organizational documents of the Adviser, or to the Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Adviser or its properties or operations, except where such breach or default would not have a material adverse effect on such Adviser's ability to perform the services contemplated by this Agreement, the Management Agreement or the Sub-Advisory Agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Adviser of the transactions contemplated by this Agreement, the Management Agreement or the Sub-Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE or state securities laws. NO MATERIAL ADVERSE CHANGE. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, there has not occurred any event which would reasonably be expected to have a material adverse effect on the ability of such Adviser to perform its obligations under any of this Agreement, the Management Agreement and the Sub-Advisory Agreement to which it is a party. ABSENCE OF PROCEEDINGS. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of such Adviser, threatened against or affecting the Adviser or any parent or subsidiary of the Adviser or any partners, directors, officers or employees of the foregoing, whether or not arising in the ordinary course of business, which would reasonably be expected to result in any material adverse change in the creation condition, financial or imposition otherwise, or earnings, business affairs or business prospects of any lienthe Adviser, charge or encumbrance upon any property to materially and adversely affect the properties or assets of the Adviser or to materially impair or adversely affect the Administrator pursuant toability of the Adviser to function as an investment adviser or perform its obligations under the Management Agreement or the Sub-Advisory Agreement to which it is a party, or which is required to be disclosed in the Adviser/Administrator Agreements Registration Statement and Instruments except for the Prospectus (and has not been so disclosed). ABSENCE OF VIOLATION OR DEFAULT. Such Adviser is not in violation of its organizational documents or in default under any agreement, indenture or instrument, where such violations violation or defaults that default would not reasonably be expected to result in have a Material Adverse Effect, nor will material adverse effect on the ability of such action result in any violation Adviser to perform its obligations under either of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser Management Agreement or the Administrator or any of their assets, properties or operations.Sub-Advisory Agreement to which it is a party..

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities [and, if applicable, the issuance of shares of Common Stock upon conversion of the Securities] and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser Company nor the Administrator any of its subsidiaries is in violation of its limited liability company operating agreement articles of incorporation, by-laws or other organizational documents in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser Company or the Administrator 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 Adviser Company or the Administrator any subsidiary is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder have been duly authorized by all necessary corporate action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with contravene any provision of applicable law or constitute a breach ofthe articles of incorporation, by-laws or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets other organizational documents of the Adviser Company or any of its subsidiaries or any agreement or other instrument binding upon the Administrator pursuant Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole (including, but not limited to, Amended and Restated Credit Agreement, dated as of June 19, 2007, as amended from time to time, among Steel Dynamics, Inc., as borrower, certain designated “Initial Lenders,” National City Bank, as Collateral Agent, National City Bank and ▇▇▇▇▇ Fargo, National Association, as Co-Administrative Agents, Bank of America, N.A. and National City Bank, as Syndication Agents, National City Bank, as Paying Agent, Bank of America, N.A., General Electric Capital Corporation, Fifth Third Bank and BMO Capital Markets Financing, Inc., as Documentation Agents, and Banc of America Securities LLC and National City Bank, as Joint Lead Arrangers, and the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected lenders from time to result in a Material Adverse Effecttime party thereto, nor will such action result in any violation of (the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively“Credit Agreement”)), or any applicable law, statute, rule, regulation, judgment, order, writ order or decree of any governmentgovernmental body, government instrumentality agency or court, domestic or foreign, court having jurisdiction over the Adviser or the Administrator Company or any of their assets, properties or operationssubsidiary.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Company is not in violation of its limited liability company operating agreement 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 Adviser or the Administrator Company is a party or by which it or any of them may be bound, or to which any of the property or assets of the Adviser or the Administrator Company is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ) except for such violations or defaults that would as have not resulted, and are not reasonably be expected to result result, in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement Indenture and the Administration Agreement Securities, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Registration Statement, the Disclosure Package and the Prospectus under the caption “Use of Proceeds”Prospectus) and compliance by the Adviser and Company with its obligations hereunder, under the Administrator with their respective obligations hereunder Indenture and under the Investment Advisory Agreement terms of the Securities, have been duly authorized by all necessary corporate action and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lienLien (as defined below), charge or encumbrance other than the Lien of the Indenture, upon any property or assets of the Adviser or the Administrator Company pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults that Liens as would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement articles of incorporation or by-laws of the Adviser or Administrator, respectively, 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 Adviser or the Administrator Company or any of their its assets, properties or operations. As used herein, a “Repayment Event” means any event or condition 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.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator THL Advisors is not (A) in violation of its limited liability company certificate of formation, operating agreement or similar organizational documents, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator THL Advisors is a party or by which it or any of them may be bound, bound or to which any of the property properties or assets of the Adviser or the Administrator THL Advisors is subject (collectively, the “Adviser/Administrator THL Advisors Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect or a THL Advisors Material Adverse Effect, or (C) in violation of any applicable law, statute, rule, regulation, judgment, order order, writ or decree of any Governmental Entity except for such violations or defaults that would not reasonably be expected to not, singly or in the aggregate, result in a Material Adverse Effect or a THL Advisors Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement Company Agreements to which THL Advisors is a party and the consummation of the transactions contemplated therein and herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) Prospectus, and compliance by the Adviser and the Administrator THL Advisors with their respective its obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement 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 default or THL Advisors Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Adviser or the Administrator THL Advisors pursuant to, the Adviser/Administrator THL Advisors Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults THL Advisors Repayment Events or liens, charges or encumbrances that would not reasonably be expected to not, singly or in the aggregate, result in a Material Adverse Effect or a THL Advisors Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company certificate of formation, operating agreement or similar organizational documents of the Adviser or Administrator, respectively, THL Advisors or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any governmentGovernmental Entity. As used herein, government instrumentality a “THL Advisors Repayment Event” means any event or courtcondition which gives the holder of any note, domestic debenture or foreign, having jurisdiction over the Adviser or the Administrator other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of their assets, properties all or operationsa portion of such indebtedness by THL Advisors.

Absence of Defaults and Conflicts. Neither Banro nor any of the Adviser nor the Administrator Subsidiaries is in violation of its limited liability company operating agreement articles or other constating instrument or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease lease, license or other agreement or instrument to which Banro or any of the Adviser or the Administrator 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 Adviser Banro or the Administrator any Subsidiary is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), except where such default, breach or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that conflict would not reasonably be expected to result in have a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Share Purchase Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance authorization, issuance, sale and sale delivery of the Underwritten Purchased Securities and the use of the proceeds from the sale of the Underwritten Purchased Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by Banro with its obligations hereunder), the Adviser Exchange and the Administrator with their respective obligations hereunder and under the Investment Advisory Support Agreement and the Administration Contemporaneous Offering Agency Agreement (including the authorization, issuance, sale and delivery of the Series A Shares and Banro common shares thereunder and the use of proceeds from the sale of such securities and compliance by Banro with its obligations 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 hereinafter defined) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Banro or any Subsidiary pursuant to the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation a conflict with the articles or by­laws of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, Banro or any Subsidiary or any existing applicable lawLaw, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser Banro or the Administrator any Subsidiary or any of their assets, properties or operationsoperations except for such violations or conflicts that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by Banro or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Adviser Company nor the Administrator any of its Subsidiaries is in violation of its limited liability company operating agreement Limited Liability Company Operating Agreement, Certificate of Formation, other organization document 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 Adviser Company or the Administrator 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 Adviser Company or the Administrator any of its Subsidiaries is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”"), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the Change. The execution, delivery and performance of this Underwriting Agreement, the Investment Advisory Agreement applicable Terms 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 the Guarantors in connection with the transactions contemplated hereby or thereby or in the Registration Statement, the General Disclosure Package and the Administration Agreement Prospectus and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser Company and the Administrator Guarantors with their respective obligations hereunder and under the Investment Advisory Agreement thereunder have been duly authorized by all necessary company action and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser Company or the Administrator any of its Subsidiaries pursuant to, the Adviser/Administrator any Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation of the provisions of the limited liability company operating agreement governing documents or by-laws of the Adviser Company or Administrator, respectively, 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 Adviser Company or the Administrator 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 of its Subsidiaries.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Trust is not in violation of its limited liability company operating agreement declaration of trust 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 Adviser or the Administrator 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 Adviser or the Administrator Trust is subject (collectively, the “Adviser/Administrator ‘‘Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ’’) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Management Agreement dated as of December [ ], 2006 between the Trust and BAL (the ‘‘Management Agreement’’), the Sub-Investment Advisory Agreement dated as of December [ ], 2006 by and among the Trust, BAL and BFM (the ‘‘BFM Sub-Advisory Agreement’’), the Sub-Investment Advisory Agreement dated as of December [ ], 2006 by and among the Trust, BAL and BIM (the ‘‘BFM Sub-Advisory Agreement’’ and, together with the BIM Sub-Advisory Agreement, the ‘‘Sub-Advisory Agreements’’), the Custodian Agreement dated as of December [ ], 2006 between the Trust and State Street Bank and Trust Company (the ‘‘Custodian Agreement’’), and the Administration Transfer Agent and Service Agreement dated as of December [ ], 2006 between the Trust and Computershare Trust Company, N.A. (the ‘‘Transfer Agency Agreement’’) and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “‘‘Use of Proceeds”’’) and compliance by the Adviser and the Administrator Trust with their respective its obligations hereunder have been duly authorized by all necessary trust action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser or the Administrator Trust pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches or defaults or liens, charges or encumbrances that would not reasonably be expected to result in a Trust Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement declaration of trust or by-laws of the Adviser or AdministratorTrust, respectivelyeach as amended from time to time, 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 Adviser or the Administrator Trust or any of their its assets, properties or operations. As used herein, a ‘‘Repayment Event’’ means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Fund is not in violation of its limited liability company operating agreement and declaration of trust or by-laws, each as amended from time to time, 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 Adviser or the Administrator 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 Adviser or the Administrator Fund is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ) except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement dated as of [ ], 2007 between the Fund and the Administration Investment Adviser (the “Investment Advisory Agreement”), the Investment Management Agreement dated as of [ ], 2007 among the Fund, the Investment Adviser and the Investment Manager (the “Investment Management Agreement”), the Custodian Contract dated as of [ ], 2007 between the Fund and [ ] (the “Custody Agreement”) and the Registrar, Transfer Agency and Service Agreement dated as of [ ], 2007 between the Fund and [ ] (the “Stock Transfer Agency Agreement”) and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Fund with their respective its obligations hereunder and have been duly authorized by all necessary action under the Investment Advisory Agreement Delaware Statutory Trust Act (the “Delaware Act”) and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser or the Administrator Fund pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches or defaults or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation (except for such violations that will not result in a Material Adverse Effect) of the provisions of the limited liability company operating agreement and declaration of trust or by-laws of the Adviser or AdministratorFund, respectivelyeach as amended from time to time, 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 Adviser or the Administrator Fund or any of their its assets, properties or operations, other than State securities or “blue sky” laws applicable in connection with the purchase and distribution of the Securities by the Underwriters pursuant to this 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.

Absence of Defaults and Conflicts. Neither the The Adviser nor the Administrator is not in violation of its limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Adviser Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not be reasonably be expected likely to result in a Material Adverse Effect or an Adviser’s Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Kenmont Sub-Advisory Agreement, the Administrative Services Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the Statement and General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement have been duly authorized by all necessary corporate action and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Adviser 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 Adviser or the Administrator pursuant to, the Adviser/Administrator Adviser Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectivelyAdviser, 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 Adviser or the Administrator or any of their its assets, properties or operations. As used herein, an “Adviser 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 Adviser.

Absence of Defaults and Conflicts. Neither the Adviser Manager nor the Administrator is in violation of its limited partnership agreement or limited liability company operating agreement agreement, 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 Adviser Manager or the Administrator 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 Adviser Manager or the Administrator is subject (collectively, the “AdviserManager/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the Statement and General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser Manager and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser Manager or the Administrator pursuant to, the AdviserManager/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited partnership agreement of the Manager or the limited liability company operating agreement of the Adviser or Administrator, respectively, Administrator 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 Adviser Manager or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator Such Issuing Trust is not in violation of its limited liability company operating agreement certificate of trust 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 Adviser or the Administrator such Issuing 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 Adviser or the Administrator such Issuing Trust is subject (collectively, the “Adviser/Administrator "Issuing Trust Agreements and Instruments”"), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Issuing Trust Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement Issuing Trust Agreement, the Issuing Trust Administration Agreement, its Notes and the Administration Agreement Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by such Issuing Trust in connection with the transactions contemplated by the Prospectus, the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities Notes by an Issuing Trust and the use of the proceeds from the sale of the Underwritten Securities therefrom as described in the General Disclosure Package Prospectus) (collectively, the "Issuing Trust Program Documents") and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator such Issuing Trust with their respective its obligations hereunder and under the Investment Advisory Agreement Issuing Trust Program Documents, have been duly authorized by all necessary action and the Administration Agreement 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 such Issuing Trust under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Adviser any Issuing Trust or the Administrator such Issuing Trust pursuant to, the Adviser/Administrator any Issuing Trust Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation of such Issuing Trust's certificate of trust, the provisions Issuing Trust Agreement or the Issuing Trust Administration Agreement which may reasonably be expected to result in an Issuing Trust Material Adverse Effect and such Issuing Trust is not in default in the performance or observance of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator such Issuing Trust or any of their its assets, properties or operations, except for such defaults which would not reasonably be expected to result in an Issuing Trust Material Adverse Effect.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the The execution, delivery and performance by the Trust of this Agreement, the Investment Advisory Agreement and the Administration each Fundamental Trust Agreement and the consummation of the transactions contemplated herein and herein, therein and in the Trust Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Underwritten TrUEPrS and any exchange of Company Securities pursuant thereto and the use of the proceeds from the sale of the Underwritten Securities TrUEPrS as described in the General Disclosure Package and the Trust Prospectus under the caption “"Use of Proceeds”Proceeds and Collateral Arrangements") and compliance by the Adviser and Trust with its obligations hereunder, under the Administrator with their respective obligations hereunder TrUEPrS and under the Investment Advisory Agreement and the Administration each Fundamental Trust Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Trust 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 Adviser or the Administrator Trust pursuant to, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser/Administrator Trust is a party or by which it may be bound, or to which any of the property or assets of the Trust is subject (collectively, "Agreements and Instruments Instruments") (except for such violations conflicts, breaches, defaults or defaults Trust Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business prospects, management, investment objectives or investment policies of the Trust or on the ability of the Trust to perform its obligations under this Agreement, any Fundamental Trust Agreement or the other agreements or instruments contemplated by this Agreement or the Trust Registration Statement, whether or not arising in the ordinary course of business, (a "Material Adverse Trust Effect"), nor will such action result in any violation of the provisions of the limited liability company operating agreement Trust Agreement or the trust certificate of the Adviser or AdministratorTrust filed with the State of Delaware on July 8, respectively, 1998 or any applicable law, statute, rulerule or regulation of any government or government instrumentality having jurisdiction over the Trust or any of its assets, properties or operations (other than any state securities or "blue sky" law, statute, rule or regulation, as to which no representation or warranty is made), or any applicable judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or the Administrator Trust or any of their assetsits assets or properties (except for such violations of any law, properties statute, rule, regulation, judgment, order, writ or operations.decree that would not result in a Material Adverse Trust Effect). As used herein, a "Trust Repayment

Absence of Defaults and Conflicts. Neither the Adviser Company nor the Administrator any of its Subsidiaries is in violation of its declaration of trust, charter, partnership agreement, limited liability company operating agreement agreement, 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 Adviser Company or the Administrator 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 Adviser Company or the Administrator any Subsidiary is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectEffect or that are otherwise specifically disclosed in the Registration Statement, the Time of Sale Information and the Prospectus; and the execution, delivery and performance of this AgreementAgreement by the Company and the Operating Partnership, the Investment Advisory execution, delivery and performance of the Waypoint/GI Securities Purchase Agreement by the Operating Partnership and the Administration Agreement Acquisition Subsidiary, and the consummation of the transactions contemplated herein and therein herein, in the Waypoint/GI Securities Purchase Agreement and in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus (including the issuance and sale of the Underwritten Primary Securities and the use of the proceeds from the sale of the Underwritten Primary Securities as described in the General Disclosure Package and the Prospectus therein under the caption “Use of Proceeds”) and compliance by the Adviser Company and the Administrator Operating Partnership (or, in the case of the Waypoint/GI Securities Purchase Agreement, by the Operating Partnership and the Acquisition Subsidiary) with their respective obligations hereunder and under the Investment Advisory Waypoint/GI Securities Purchase Agreement and under the Administration Agreement Time of Sale Information and the Prospectus have been duly authorized by all necessary real estate investment trust, limited partnership or limited liability company action, as the case may be, 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 or assets of the Adviser Company or the Administrator any Subsidiary pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse EffectEffect or that are otherwise specifically disclosed in the Registration Statement, nor the Time of Sale Information and the Prospectus); (B) do not and will such action not result in any violation of the provisions of the declaration of trust, charter, partnership agreement, limited liability company operating agreement agreement, by-laws or other organizational documents of the Adviser Company or Administrator, respectively, or any Subsidiary; and (C) do not and will not result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser Company or the Administrator any Subsidiary or any of their assets, properties or operationsoperations (except in the case of this clause (C) for such violations that would not result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Adviser Issuer nor any of the Administrator Subsidiaries is in violation of its limited liability company operating agreement articles or other constating instrument or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease lease, license or other agreement or instrument to which the Adviser Issuer or any of the Administrator 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 Adviser Issuer or the Administrator any Subsidiary is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), except where such default, breach or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that conflict would not reasonably be expected to result in have a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation each of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Transaction Documents (including the issuance authorization, issuance, sale and sale delivery of the Underwritten Securities Units and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) such securities and compliance by the Adviser Issuer with its obligations hereunder) have been or will be duly authorized by all necessary corporate action, and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as hereinafter defined) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser Issuer or any Subsidiary pursuant to the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation a conflict with the articles or by-laws of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, Issuer or any Subsidiary or any existing applicable lawLaw, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser Issuer or the Administrator any Subsidiary or any of their assets, properties or operationsoperations except for such violations or conflicts that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Issuer or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Adviser Company nor any of the Administrator Subsidiaries is in violation of its limited liability company operating agreement certificate of incorporation, bylaws or other organizational documents. Further, neither the Company nor any of the 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 Adviser Company or any of the Administrator 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 Adviser Company or any of the Administrator Subsidiaries is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ) except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture, the Underwritten Securities, the Warrant Agreement, if applicable, the Investment Advisory Management Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the Statement and General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”” and, if applicable, the issuance of the shares of Common Stock upon conversion of the Securities) and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement 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 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 Adviser Company or any of the Administrator Subsidiaries pursuant to, the Adviser/Administrator Agreements and Instruments Instruments, except for such violations conflicts, breaches, defaults or defaults Repayment Events that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement certificate of incorporation, bylaws or other organizational documents of the Adviser Company or Administrator, respectively, any of the 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 Adviser Company or any of the Administrator 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 of the Subsidiaries.

Absence of Defaults and Conflicts. Neither the Adviser Corporation nor any of the Administrator Subsidiaries is in violation of its limited liability company operating agreement articles or other constating instrument or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease lease, license or other agreement or instrument to which the Adviser Corporation or any of the Administrator 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 Adviser Corporation or the Administrator any Subsidiary is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”"), except where such default, breach or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that conflict would not reasonably be expected to result in have a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance authorization, issuance, sale and sale delivery of the Underwritten Securities Units and Broker Warrants and the use of the proceeds from the sale of the Underwritten Securities Units as described in the General Disclosure Package and the Preliminary Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser Corporation with its obligations hereunder, have been or will have been prior to the Closing Time, duly authorized by all necessary corporate action, and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default 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 Adviser Corporation or any Subsidiary pursuant to the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation the notice of articles or articles of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, Corporation or any Subsidiary or any existing applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser Corporation or the Administrator any Subsidiary or any of their assets, properties or operationsoperations except for such violations or conflicts that would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Corporation or any Subsidiary.