Common use of Absence of Defaults and Conflicts Clause in Contracts

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Document, except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event or Repayment Event under, or result in the creation or imposition of any Lien upon any property or assets of the Company or any of its subsidiaries pursuant to, any Company Documents, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them is bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under this Agreement the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such corporate action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any subsidiary or any violation of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operationsoperations that would 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 The Company nor any of its subsidiaries is not in violation of its Organizational Documents charter or by-laws or other constituting or organizational document or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or other instrument binding upon the Company Documentor to which any of the property or assets of the Company is subject, except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. The execution, Effect and that would not affect the validity of the Class B Equipment Notes or the Class B Certificates; and the execution and delivery and performance by the Company of this Agreement Agreement, the Class B Equipment Notes and the Operative Documents to which it is, or is to be, a party, the consummation by the Company of the transactions contemplated herein and in the Registration Statementtherein contemplated, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder and thereunder and the terms hereof and thereof do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default, Termination Event default or a Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any agreement or other instrument binding upon the Company Documents, (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would notRepayment Events or liens, individually charges or encumbrances that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectEffect and that would not affect the validity of the Class B Equipment Notes or the Class B Certificates), nor will such action (ii) result in any a violation of (i) the provisions of the Organizational Documents certificate of incorporation or by-laws, as amended, or other constituting or organizational document of the Company or any of its subsidiaries Company, or (iiiii) result in a violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operations, except, in each case of this clause (iii), for such violations or defaults, that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect and that would not affect the validity of the Class B Equipment Notes or the Class B Certificates. As used herein, “Repayment Event” means any 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 prior to the stated maturity or date of mandatory redemption or repayment thereof of all or a portion of such indebtedness by the Company.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”Securities) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with violate or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflictsviolations, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter, by-laws or limited liability company agreement, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement has been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter, by-laws or limited liability company agreement, as the case may be, of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, court having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company Corporation nor any of its subsidiaries Subsidiary is in violation of its Organizational Documents articles or by-laws or other constating documents nor in material default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Documentcontract, except indenture, mortgage, deed of trust, loan or credit agreement, note, lease, license or other agreement or instrument to which the Corporation or any Subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Corporation or the Subsidiaries is subject (solely in the case of Company Documents other than Subject collectively, “Agreements and Instruments) for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect”). The execution, delivery and performance of this Agreement and the Offering Documents and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) therein and compliance by the Company Corporation with its obligations under this Agreement hereunder, have been duly authorized by all necessary corporate action by the Corporation, 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, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien upon any property or assets of the Company Corporation or any of its subsidiaries the Subsidiaries pursuant to, any Company Documents, except (solely in to the case of Company Documents other than Subject Agreements and Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) or conflict with the provisions of the Organizational Documents articles or by-laws or other constating documents of the Company Corporation or the Subsidiaries or any of its subsidiaries or (ii) any existing applicable law, statute, rule, regulation, judgment, order, writ or decree of any governmentgovernmental authority, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Corporation or any of its subsidiaries the Subsidiaries or any of their respective 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 Corporation or the Subsidiaries;

Absence of Defaults and Conflicts. Neither the Company Trust nor any of its subsidiaries is in violation of its Organizational Documents declaration of trust, by-laws or other governing instrument or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Documentcontract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Trust or any subsidiary is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement or of any Terms Agreement and the consummation of the transactions contemplated herein or in any Terms Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company Trust with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company Trust or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company Trust or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Trust or any of its subsidiaries subsidiary or any of their respective 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 or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company Adviser nor any of its subsidiaries the Administrator is in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Adviser Document or Administrator Document, except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “"Use of Proceeds”") and compliance by each of the Company Adviser and the Administrator with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event under, or result in the creation or imposition of any Lien upon any property or assets of the Company Adviser or any of its subsidiaries the Administrator pursuant to, any Company DocumentsAdviser Document or Administrator Document, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, not result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company Adviser or any of its subsidiaries the Administrator, as applicable, or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Adviser or any of its subsidiaries the Administrator or any of their respective assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Concurrent Securities and the Securities and the use of the proceeds from the their sale of the Securities as described in the Pre-Pricing Prospectus General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the consummation of the Pre-Offering Transactions and the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operationsoperations (except such violation of applicable law, statute, rule, regulation, judgment, order, writ or decree that would not result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its consolidated subsidiaries is (i) in violation of its Organizational Documents articles or certificate of incorporation and bylaws, or equivalent governing documents, as applicable, or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its consolidated subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any consolidated subsidiary is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instrumentsclause (ii) for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The ; notwithstanding the foregoing, no event of default has occurred and is continuing under the Company’s or its consolidated subsidiaries’ indentures or notes; neither the Company nor any of its consolidated subsidiaries is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any applicable judicial or administrative order, consent, decree or judgment, except for such violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, Statement and the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries consolidated subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents articles or certificate of incorporation and bylaws, or equivalent governing documents, as applicable, of the Company (as the same are to be amended and effective prior to the Closing Time, as described in the Registration Statement) or any of its subsidiaries consolidated subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries consolidated subsidiary or any of their respective 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 consolidated subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws, limited liability company agreement, partnership agreement or other organizational documents, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws, limited liability company agreement, partnership agreement or other organizational documents of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually singly or in the aggregate, result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries Subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries Subsidiary or any of their respective assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package U.S. Prospectus and the Canadian Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing U.S. Prospectus and the Canadian Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or instrumentality, court, domestic or foreign, or stock exchange having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Document, except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event or Repayment Event under, or result in the creation or imposition of any Lien upon any property or assets of the Company or any of its subsidiaries pursuant to, any Company Documents, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operations, except in the case of clause (ii) only, for any such violation that would not reasonably be expected to result in a Material Adverse Effect.

Absence of Defaults and Conflicts. The Company is not in violation of its memorandum of association, bye-laws or other constitutive documents. None of the Company’s subsidiaries is in violation of its organizational documents, except for such violations that would not, singly or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement has been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter, memorandum, bye-laws or other constitutive documents of the Company or any of its subsidiaries subsidiaries, or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiaries, or any of their respective assets, properties or operationsoperations (except where such violations with respect to this Section 1(xiii)(ii) would not, singly or in the aggregate, 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 of its subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under this Agreement the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or are described in the aggregate, General Disclosure Package or the Prospectus or would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations, except, with respect to clause (ii), any such violation as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company Company, the Operating Partnership nor any of its their respective subsidiaries is in violation of its Organizational Documents (as defined below) or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company DocumentDocument (as defined below), except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by each of the Company and the Operating Partnership with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event or Repayment Event default under, or result in the creation or imposition of any Lien upon any property or assets of the Company Company, the Operating Partnership or any of its their respective subsidiaries pursuant to, to any Company Documents, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company Company, the Operating Partnership or any of its their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operations. The term “Company Documents” as used herein means any contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments or agreements to which the Company, the Operating Partnership, the Manager or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership, the Manager or any of their respective subsidiaries is bound or to which any of the property or assets of the Company, the Operating Partnership, the Manager or any of their respective subsidiaries is subject. The term “Organizational Documents” as use herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts. Neither The Company is not in violation of its amended certificate of incorporation (the “Charter”), or amended and restated bylaws (the “Bylaws”); none of the Subsidiaries is in violation of its charter, bylaws or other organizational documents and neither the Company nor any of its subsidiaries Subsidiaries is in violation of its Organizational Documents or (A) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”) or, (B) in violation of any law, statute or ordinance, or any judgment, order, rule or regulation of any court or arbitrator or governmental, regulatory, or self-regulatory authority, except (solely in the case of Company Documents other than Subject Instrumentsclauses (A) and (B), for such violations or defaults that would not, individually or in the aggregate, have had, or are reasonably expected to result in in, a Material Adverse Effect, or which require disclosure under the Securities Act or the Securities Act Regulations and which are not so disclosed. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Bank with its their respective obligations under this Agreement hereunder have been duly authorized by all necessary corporate actions that have been and will be maintained continuously by the Company and the Bank in their permanent records, 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 material breach of, or default, Termination Event material default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien upon any property or assets of the Company or any of its subsidiaries Subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, ); nor will such action result in any violation of (i) the provisions of the Organizational Documents Charter or Bylaws of the Company or the charter, bylaws or other organizational document of any Subsidiary; nor will such action result in any violation of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries Subsidiary 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 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. (i) Neither the Company nor any of its subsidiaries Subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such violations and defaults that as would not, individually or in the aggregate, result in not have a Material Adverse Effect. The ; and (ii)(A) the execution, delivery and performance of this Agreement or of any applicable Terms Agreement and the consummation of the transactions contemplated herein or in any applicable Terms Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Subsidiary pursuant to, any Company Documentsthe Agreements and Instruments, except (solely in the case of Company Documents other than Subject InstrumentsB) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by‑laws of the Company or any Subsidiary, and (C) nor will such action result in any violation of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries Subsidiary or any of their respective assets, properties or operationsoperations (each, a “Governmental Entity”), except in the case of clauses (ii)(A) and (ii)(C), such violation or default as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries The Manager is not (i) in violation of its Organizational Documents or (ii) in violation of or in default in the performance or observance of under any existing obligation, agreement, covenant or condition contained in any Company Documentindenture, loan agreement, mortgage, lease or other agreement or instrument to which it is a party or by which it, or any of its properties, is bound, except (solely in the case of Company Documents other than Subject Instrumentsclause (ii) for such defaults that as would not, individually or in the aggregate, reasonably be expected to result in a Manager Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company Manager with its obligations under this Agreement and the Management 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 violation of, or default, Termination Event or Repayment Event constitute a default under, or result in the creation or imposition of any Lien upon any property or assets of the Company or any of its subsidiaries Manager pursuant to, any Company Documentscontracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Manager is a party, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to result in a Manager Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries Manager or (ii) except as would not reasonably be expected to result in a Manager Material Adverse Effect, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Manager or any of its subsidiaries or any of their respective assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default (except as otherwise disclosed in the Registration Statement and Prospectus) or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

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

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries the Significant Subsidiary is in violation of its Organizational Documents charter or bylaws, or similar organizational documents, or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any Company Documentcontract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it may be bound or to which any of its properties may be subject, except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the Indenture by the Company, the issuance and delivery of the Securities, the consummation by the Company of the transactions contemplated herein in this Agreement, in the Prospectus and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) Statement and compliance by the Company with its obligations under the terms of this Agreement and the Indenture, have been duly authorized by all necessary corporate action on the part of the Company and do not and will not result in any violation of the charter or bylaws of the Company, and except as would not, whether with individually or without in the giving aggregate, have a Material Adverse Effect, do not and will not conflict with, or result in a breach of notice any of the terms or passage of time or bothprovisions of, conflict with or constitute a breach of, or default, Termination Event or Repayment Event default under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company under (A) any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company is a party or by which it may be bound or to which any of its subsidiaries pursuant to, any Company Documents, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries properties may be subject or (iiB) any existing applicable law, statute, rule, regulation, judgment, order, writ order or decree of any government, government governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries the Company’s or any of their the Significant Subsidiary’s respective assets, properties or operationsproperties.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for any such violations or defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”Securities) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents Amended and Restated Certificate of Incorporation or Amended and Restated By-Laws of the Company or the organizational documents of any of its subsidiaries Subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or other respective organizational documents, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”), except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) Statement and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults defaults, Repayment Events, liens, charges or Liens encumbrances that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (iA) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (iiB) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations, except, in the case of clause (B) only, for such 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 the Company or any subsidiary.

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

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiary is in violation of its Organizational Documents charter, by-laws or other organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement (including any Credit Facility), note, lease or other agreement or instrument to which the Company Documentor any Subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary, is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would notviolations or defaults, individually singly or in the aggregate, that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and by the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”Company) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both: (A) result in any violation of the provisions of the charter, by-laws or organization document of the Company or any Subsidiary, or (B) conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, result in a Material Adverse Effect), nor will such action or result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality instrumentality, self-regulatory organization or other non-governmental regulatory authority (including without limitation, the rules and regulations of the New York Stock Exchange) or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries Subsidiary or any of their respective assets, properties or operationsoperations except for such violations that would not result in a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its memorandum of association, bye-laws or other constitutive documents. None of the Company’s subsidiaries is in violation of its organizational documents, except for such violations that would not, singly or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the Deposit Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement and the Deposit Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter, memorandum, bye-laws or other constitutive documents of the Company or any of its subsidiaries subsidiaries, or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiaries, or any of their respective assets, properties or operationsoperations (except where such violations with respect to this Section 1(xiii)(ii) would not, singly or in the aggregate, 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 of its subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any --------------------------------- of its subsidiaries is in violation of its Organizational Documents charter or bylaws or in material default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, except (solely or to which any of the property or assets of the Company or any of its subsidiaries is subject and in which the violation or default might result in a material adverse change in the case of Company Documents other than Subject Instruments) for such defaults that would notcondition, individually financial or otherwise, or in the aggregateearnings, result in a Material Adverse Effect. The business affairs or business prospects of the Company and its subsidiaries considered as one enterprise; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement do not hereunder have been duly authorized by all necessary corporate action and will not, whether with or without the giving of notice or passage of time or both, not conflict with or constitute a breach of, or default, Termination Event or Repayment Event default under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant toto any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company Documents, except (solely in the case or any of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effectits subsidiaries is subject, nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or bylaws of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ administrative regulation or decree of any government, government instrumentality administrative or court, domestic court order or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operationsdecree.

Absence of Defaults and Conflicts. (a) Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents respective charter, by-laws or similar governing instruments or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; (b)(i) and the execution, delivery and performance of this Agreement, the Deposit Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that have been duly, validly and effectively waived or would not, individually or in the aggregate, not result in a Material Adverse Effect), (ii) nor will such action result in any violation of (i) the provisions of the Organizational Documents charter, by-laws or similar governing instruments of the Company or any subsidiary, (iii) nor will such action result in any violation of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operationsoperations (except for such violations that would not result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

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

Absence of Defaults and Conflicts. Neither the Company nor None of Gold ▇▇▇▇, New Gold ▇▇▇▇ or any of its their respective subsidiaries is in violation of its Organizational Documents their respective charter, by-laws, or similar organizational documents, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Documentcontract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which it is a party or by which it may be bound, or to which any of the property or assets of Gold ▇▇▇▇, New Gold ▇▇▇▇ or any of their respective subsidiaries is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement Agreement, the execution, delivery and performance of the Plan of Conversion, the consummation of the transactions contemplated herein in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Of Proceeds”) ), the consummation of the transactions contemplated in the Plan of Conversion (including the consummation of the Conversion and the issuance of the Member Securities), and the compliance by the Company Gold ▇▇▇▇ and New Gold ▇▇▇▇ with its their respective obligations under this Agreement do and the Plan of Conversion has been duly authorized by all necessary corporate action and does not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company Gold ▇▇▇▇, New Gold ▇▇▇▇ or any of its their respective subsidiaries pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter, by-laws, or similar organizational documents, of the Company Gold ▇▇▇▇, New Gold ▇▇▇▇ or any of its their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Gold ▇▇▇▇, New Gold ▇▇▇▇ or any of its their respective subsidiaries or any of their respective 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 Gold ▇▇▇▇, New Gold ▇▇▇▇ or any of their respective subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any each of its subsidiaries Subsidiary is in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company DocumentDocument of the Company, except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, execution and delivery of and performance of this Agreement obligations under the Transaction Documents by the Company and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”Securities) and compliance by the Company with its obligations under this Agreement the Transaction Documents do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, event of Termination Event or Repayment Event under, or result in the creation or imposition of any Lien upon any property or assets of the Company or any of its subsidiaries Subsidiary pursuant to, any Company Documents, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any each of its subsidiaries Subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries Subsidiary or any of their respective assets, properties or operations. For purposes herein, “Organizational Documents” means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity; “Repayment Event” means any event or condition that, either immediately or with notice or passage of time or both, (i) gives the holder of any bond, note, debenture or other evidence of indebtedness (or any person or entity 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 of the Company, or (ii) gives any counterparty (or any person or entity acting on such counterparty’s behalf) under any swap agreement, hedging agreement or similar agreement or instrument to which the Company or any subsidiary of the Company is a party the right to liquidate or accelerate the payment obligations, or designate an early termination date under such agreement or instrument, as the case may be; “Termination Event” means any event or condition that gives any person or entity the right, either immediately or with notice or passage of time or both, to terminate or limit (in whole or in part) any Company Documents or any rights of the Company or any Subsidiary thereunder, including, without limitation, upon the occurrence of a change of control of the Company or other similar events; “Company Documents” means (i) all Subject Instruments and (ii) all other contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Company or any Subsidiary is a party or by which the Company or its Subsidiary is bound or to which any of the property or assets of the Company or any Subsidiary is subject that, solely in the case of this clause (ii), are material with respect to the Company and any Subsidiary taken as a whole; “Subject Instruments” means the Existing Credit Agreement and the Existing Warrants; provided, that if any instrument, agreement or other document filed or incorporated by reference as an exhibit to the Registration Statement as aforesaid has been redacted or if any portion thereof has been deleted or is otherwise not included as part of such exhibit (whether pursuant to a request for confidential treatment or otherwise), the term “Subject Instruments” shall nonetheless mean such instrument, agreement or other document, as the case may be, in its entirety, including any portions thereof that shall have been so redacted, deleted or otherwise not filed; “Existing Credit Agreement” means any existing credit agreement, as amended, supplemented or restated, if applicable, and in each case including any promissory notes, pledge agreements, security agreements, mortgages, guarantees and other instruments or agreements entered into by the Company or any of its Subsidiaries in connection therewith or pursuant thereto, in each case as amended, supplemented or restated, if applicable; and “Existing Warrants” means any warrants to purchase Common Shares outstanding on the date of this Agreement.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”), except (solely in the case of Company Documents other than Subject Instruments) for such violations or defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance by the Company of this Agreement the Transaction Documents and the consummation by the Company of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement the Transaction Documents have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event or Repayment Event default under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents Certificate of Incorporation, By-laws or similar organizational documents of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operationsoperations (except for such violations of clause (ii) that would not result in a Material Adverse Effect).

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not --------------------------------- in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentis a party or by which it or any of them may be bound, or to which any of the property or assets of the Company is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operations. As used herein, a "Repayment Event" means any 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.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein herein, in the Indenture and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”Securities) and compliance by the Company with its obligations hereunder and under this Agreement the Indenture have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company Corporation nor any of its subsidiaries Subsidiary thereof is in violation of its Organizational Documents Documents, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Documentcontract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Corporation or any Subsidiary thereof is a party or by which it or any of them may be bound, or to which any of the property or assets of the Corporation or any Subsidiary thereof is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The Effect (either singly or when combined with other breaches of the representations and warranties in this Article III); and the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Corporation or the Operating Partnership is or will be a party and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) therein and compliance by the Company Corporation and the Operating Partnership with its their respective obligations under this Agreement hereunder and thereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event or Repayment Event default under, or result in the creation or imposition of any Lien upon any property or assets of the Company Corporation or any of its subsidiaries Subsidiary thereof pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens that would not, individually or in the aggregate, not result in a Material Adverse EffectEffect (either singly or when combined with other breaches of the representations and warranties in this Article III)), nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company Corporation or any of its subsidiaries Subsidiary thereof or (ii) any applicable lawLaw, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Corporation or any of its subsidiaries Subsidiary thereof or any of their respective assets, properties or operations.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not in --------------------------------- violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentis a party or by which it may be bound, or to which any of the property or assets of the Company is subject (collectively, for purposes of this paragraph, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the International Purchase Agreement and the Management Agreement and the consummation of the transactions contemplated herein in this Agreement, the International Purchase Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus Prospectuses under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement, the International Purchase Agreement and the Management Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operations, except for such violations, which singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. As used in this Section, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's 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 Company nor any of its subsidiaries is (A) in violation of its Organizational Documents charter or by-laws or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, except or to which any of the property or assets of the Company or any subsidiary is subject (solely collectively, "Agreements and Instruments") except, in the case of Company Documents other than Subject Instruments) clause B, for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such Repayment Events, conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (iA) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (iiB) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operationsoperations (except, with respect to this clause B, such violations that would not result in a Material Adverse Effect). As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents estatuto social or other equivalent constitutive or organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, debenture, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments"), except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually singly or in the aggregate, result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement each of the Principal Agreements and the consummation of the transactions contemplated herein in each of the Principal Agreements and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement each of the Principal Agreements have been duly authorized by all necessary corporate action and all required approvals from each applicable governmental or regulatory body have been received 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, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents estatuto social or other equivalent constitutive documents of the Company or any of its subsidiaries subsidiary or (ii) any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective 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 or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments"), except (solely in the case of Company Documents other than Subject Instruments) for such defaults under Agreements and Instruments that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) Statement and compliance by the Company and CHS with its their obligations under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company Company, CHS or any of its their subsidiaries pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company Company, CHS or any of its their subsidiaries or (ii) or, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Company, CHS or any of its their subsidiaries or any of their respective 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, CHS or any of their subsidiaries.

Absence of Defaults and Conflicts. The Company is not in violation of its memorandum of association or bye-laws. None of the Company’s subsidiaries is in violation of its organizational documents, except for such violations that would not, singly or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operationsoperations (except where such violations with respect to this Section 1(xii)(ii) would not, singly or in the aggregate, have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (a) in violation of its Organizational Documents certificate of incorporation or bylaws or similar organizational documents, as applicable, or (b) is in violation or default (or, with the giving of notice or lapse of time, would be in the performance violation or observance of default) (“Default”) under any obligationindenture, loan, credit agreement, covenant note, lease, license agreement, contract, franchise or condition contained in other agreement or instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company Documentor any of its subsidiaries is a party or by which any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except (solely in the case of Company Documents other than Subject Instrumentsthis clause (b) for such defaults that Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement the Transaction Documents and the consummation of the transactions contemplated herein hereby and in the Registration Statementthereby, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities (i) have been duly authorized by all necessary corporate action, and the use will not result in any violation of the proceeds from the sale provisions of the Securities articles of association or bylaws or similar organizational documents, as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use applicable, of Proceeds”) and compliance by the Company with or any of its obligations under this Agreement do subsidiaries, (ii) will not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Default or a Debt Repayment Triggering Event or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any Company Documentsother party to, any Existing Instrument, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that as would notnot reasonably be expected to have, individually or in the aggregate, result in a Material Adverse Effect, nor and (iii) will such action not result in any violation of (i) the provisions of the Organizational Documents of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries subsidiaries, except as would not reasonably be expected to have, individually or (ii) in the aggregate, a Material Adverse Effect. As used herein, a “Debt Repayment Triggering Event” means any applicable lawevent or condition which gives, statuteor with the giving of notice or lapse of time would give, rule, regulation, judgment, order, writ or decree the holder of any governmentnote, government instrumentality debenture or courtother evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, domestic redemption or foreign, having jurisdiction over repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries or any of their respective assets, properties or operationssubsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”), except (solely in the case of Company Documents other than Subject Instruments) for such defaults under Agreements and Instruments that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) Statement and compliance by the Company and CHS with its their obligations under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company Company, CHS or any of its their subsidiaries pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company Company, CHS or any of its their subsidiaries or (ii) or, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Company, CHS or any of its their subsidiaries or any of their respective 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, CHS or any of their subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”), except (solely in the case of Company Documents other than Subject Instruments) for such violations or defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance by the Company of this Agreement the Transaction Documents and the consummation by the Company of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement the Transaction Documents have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event or Repayment Event default under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents Certificate of Incorporation, By-laws or similar organizational documents of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (A) in violation of its Organizational Documents memorandum and articles of association, charter, by-laws or similar organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not reasonably be expected to have a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually single or in the aggregate, result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement Agreement, the Indenture and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) ,” and the issuance of Ordinary Shares upon conversion of the Securities), and compliance by the Company with its obligations hereunder and under this Agreement the Indenture and the Securities, have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter, by-laws or similar organizational document of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any governmentGovernmental Entity. As used herein, government instrumentality a “Repayment Event” means any event or courtcondition which gives the holder of any note, domestic debenture or foreignother evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, having jurisdiction over redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries or any of their respective assets, properties or operationssubsidiaries.

Absence of Defaults and Conflicts. Neither The issue and sale of the Notes and the compliance by the Company nor with all of the provisions of the Notes, the Indenture, this Agreement and the consummation of the transactions herein contemplated will not conflict with or 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 its subsidiaries is in violation the property or assets of its Organizational Documents the Company or in default in NSR pursuant to the performance or observance terms of any obligationindenture, agreementmortgage, covenant deed of trust, loan agreement or condition contained in other agreement or instrument to which the 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 Documentor NSR is subject, except (solely in the case of Company Documents other than Subject Instruments) for such those conflicts, breaches or defaults that would not, individually or in the aggregate, result 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 arising in the ordinary course of business (a “Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of), or defaultviolate any statute or any order, Termination Event rule or Repayment Event under, or result in the creation or imposition regulation of any Lien upon any property court or assets of governmental agency or body having jurisdiction over the Company or NSR or any of its subsidiaries pursuant to, any Company Documents, except (solely in the case of Company Documents their properties other than Subject Instruments) for such conflicts, breaches, defaults or Liens those violations that would not, individually or in the aggregate, result in not have a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents Restated Articles of Incorporation or Bylaws of the Company or any of its subsidiaries or (ii) any applicable lawCompany; and no consent, statuteapproval, rule, regulation, judgmentauthorization, order, writ registration or decree qualification of or with any government, government instrumentality such court or court, domestic governmental agency or foreign, having jurisdiction over body is required for the issue and sale of the Notes or the consummation by the Company of the transactions contemplated hereby, by the Disclosure Package or any of its subsidiaries by the Prospectus, except such as have been obtained or any of their respective assetsmade by the Company and are in full force and effect under the Securities Act, properties applicable state securities or operationsblue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).

Absence of Defaults and Conflicts. Neither the Company nor --------------------------------- any of its subsidiaries is in violation of its Organizational Documents (1) charter or by-laws or (2) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults under Agreements and Instruments that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale consummation of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”Registration Rights Waivers) and compliance by the Company with its obligations under this Agreement has been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Document, except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect. The executionexecution and delivery of, delivery and the performance by the Company of its obligations under, this Agreement Agreement, the Indenture and the Securities, and the consummation of the transactions contemplated herein and in the Registration Statementtherein, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event or Repayment Event under, or result in the creation or imposition of any Lien upon any property or assets of the Company or any of its subsidiaries pursuant to, any Company Documents, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would notneither, individually or in the aggregate, result in a Material Adverse EffectEffect nor materially and adversely affect the performance by the Company of its obligations under this Agreement or the Indenture, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operations, except, in the case of clause (ii), for such violations that would neither, individually or in the aggregate, result in a Material Adverse Effect nor materially and adversely affect the performance by the Company of its obligations under this Agreement.

Absence of Defaults and Conflicts. Neither None of the Company nor Company, the Operating Partnership or any of its subsidiaries Subsidiary is (A) in violation of its Organizational Documents certificate of incorporation, partnership agreement, charter, by‑laws, declaration of trust or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Documentcontract, except (solely in indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the case Company, the Operating Partnership or any Subsidiary is a party or by which any of Company Documents other than Subject Instruments) for such defaults that would notthem may be bound, individually or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation to which any of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event or Repayment Event under, or result in the creation or imposition of any Lien upon any property or assets of the Company Company, the Operating Partnership or any of its subsidiaries pursuant toSubsidiary is subject (collectively, any Company Documents, except “Agreements and Instruments”) or (solely C) in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Company, the Operating Partnership or any of its subsidiaries Subsidiary or any of their respective assets, properties or operationsoperations (“Laws”), except for such defaults or violations of Agreements and Instruments or Laws that would not result in a Material Adverse Effect. No event of default, and no default that, with notice and//or lapse of time, would constitute an event of default, in respect of the Existing Securities has occurred or is continuing. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined herein) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership, any Subsidiary, or any Property Partnership pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership, any Subsidiary, or any Property Partnership or of any Laws, except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any mortgage, note, debenture or other evidence 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, any Subsidiary, or any Property Partnership.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries the Subsidiary is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor the Subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or the Subsidiary is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of Securities to be purchased by the Securities Underwriters from the Company and the use of the proceeds from the sale of the such Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries the Subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries the Subsidiary or any of their respective assets, properties or operationsoperations (except for such violations that would not reasonably be expected to result in a Material Adverse Effect), or the provisions of the charter or by-laws of the Company or the 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 the Subsidiary.

Absence of Defaults and Conflicts. Neither the Company Company, the Operating Partnership nor any of its their respective subsidiaries is (i) in violation of its Organizational Documents (as defined below) or (ii) in default default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the performance or observance of any obligation, agreement, covenant or condition contained in any Company DocumentDocument (as defined below), except (solely except, in the case of Company Documents other than Subject Instrumentsclause (ii) above, for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Documents, the issuance of Securities and the consummation of the other transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus Offering Memorandum (including the issuance and sale of the Securities (including the issuance of the Underlying Securities upon conversion thereof) and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus Time of Sale Information and the Prospectus Offering Memorandum under the caption “Use of Proceedsproceeds”) and compliance by each of the Company and the Operating Partnership with its obligations under this Agreement the Transaction Documents do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event or Repayment Event underdefault under any Company Documents, or result in the creation or imposition of any Lien upon any property or assets of the Company Company, the Operating Partnership or any of its subsidiaries pursuant to, any Company Documents, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effecttheir respective subsidiaries, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company Company, the Operating Partnership or any of its their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operations.. The term “Company Documents” as used herein means any contracts, indentures, guarantees,

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale purchase by the Company of 7,348,154 shares of Common Stock from the Selling Stockholder pursuant to the terms of the Securities Letter Agreement (the "Letter Agreement") dated April 1, 2002, among the Company, the Selling Stockholder and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”Nestle Purina) and compliance by the Company with its obligations under this Agreement hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations. When the Initial Securities and the Option Securities are delivered by the Selling Stockholder to the Underwriters pursuant to the terms of this Agreement, such securities shall not be subject to the terms of the Shareholder Agreement dated July 22, 1995 among the Company, the predecessor of the Selling Stockholder and Nestle Purina, as supplemented on July 25, 1995 and as amended on July 3, 1997, March 30, 2000, July 24, 2000 and April 1, 2002 (as so amended, the "Shareholder 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 Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”), except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement Agreement, the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or other encumbrance upon any property assets or assets operations of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or other encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties assets or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not in violation of its Organizational Documents certificate of incorporation or by-laws or other constituting or organizational document or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or other instrument binding upon the Company Documentor to which any of the property or assets of the Company is subject, except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. The execution, Effect and that would not affect the validity of the Equipment Notes or the Class A Certificates; and the execution and delivery and performance by the Company of this Agreement Agreement, the Equipment Notes and the Operative Documents to which it is, or is to be, a party, the consummation by the Company of the transactions contemplated herein by this Underwriting Agreement and in the Registration Statementby such Operative Documents, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder and thereunder and the terms hereof and thereof do not and will not, whether with or without the giving of notice or passage of time or both, (A) result in a violation of the provisions of the certificate of incorporation or by-laws, as amended, or other constituting or organizational document of the Company, (B) conflict with with, or result in a breach of any of the terms or provisions of, or constitute a breach of, default or default, Termination Event or a Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance (other than as specified in, or permitted by, the applicable Operative Documents) upon any property or assets of the Company or any of its subsidiaries pursuant tounder, any Company Documentsagreement or other instrument binding upon the Company, except or (solely in the case of Company Documents other than Subject InstrumentsC) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ order or decree of any government, government governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operations, except, in the case of either clause (B) or (C), for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances or violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect and that would not affect the validity of the Equipment Notes or the Class A Certificates. As used herein, "Repayment Event" means any 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), other than indebtedness under the Delayed Draw Term Loan, the right to require the repurchase, redemption or repayment prior to the stated maturity or date of mandatory redemption or repayment thereof of all or a portion of such indebtedness by the Company. "Delayed Draw Term Loan" means the term loan credit agreement, dated March 13, 2020, among the Company, as borrower, the subsidiaries of the Company party thereto from time to time, as guarantors, the lenders party thereto from time to time and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Secured Funding Inc., as administrative agent, providing for a term loan facility of up to $1 billion.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Significant Subsidiary is (i) in violation of its Organizational Documents charter or by-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Documentcontract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which it is a party or by which it may be bound, or to which any of its property or assets is subject (collectively, “Agreements and Instruments”) or (iii) except (solely as disclosed in the Registration Statement, the Prospectus and the Time of Sale Information, in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject except in the case of Company Documents other than Subject Instruments(ii) and (iii) for such defaults or violations that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement Agreement, the Indenture and the Senior Notes, and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Prospectus and the Prospectus Time of Sale Information (including the issuance and sale of the Securities Senior Notes and the use of the proceeds from the sale of the Securities Senior Notes as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under this Agreement the Indenture and the Senior Notes have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, not conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Significant Subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws or similar organizational documents of the Company or any of its subsidiaries Significant Subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries Significant Subsidiary or any of their respective 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 Significant Subsidiary, other than such events or conditions that are contemplated by the terms of this Agreement and the Indenture.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations, except such violation as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents 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, license or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of its subsidiaries may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing U.S. Prospectus and the Canadian Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breachesbreaches or defaults, defaults Repayment Events or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) any violation or conflict with the provisions of the Organizational Documents charter or by laws of the Company or any of its subsidiaries subsidiary or (ii) any violation or conflict with the provisions of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations, except, in the case of (ii), such violations or conflict as would not individually or in the aggregate result in a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither None of the Company nor or any of its subsidiaries Subsidiary is in violation of its Organizational Documents (as defined below) or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any Subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, "Agreements and Instruments"), except (solely in the case of Company Documents other than Subject Instruments) for such violations or defaults that would not, individually or in the aggregate, result in a Material Adverse Effect. The ; and the execution, delivery and delivery, performance or filing, as applicable, of this Agreement and the Transaction Documents and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and by the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) Company), and compliance by the Company and the A-1 Series with its their respective obligations under this Agreement hereunder and thereunder, as applicable, has been duly authorized by all necessary limited liability company 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, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries Subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries Subsidiary or any of their respective assets, properties or operations, except, in the case of clause (ii) only, for any such violation that would not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, "Organizational Documents" means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws, limited liability company agreement, partnership agreement or other organizational documents, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws limited liability company agreement, partnership agreement or other organizational documents of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance sale and sale delivery of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement Agreement, the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Except where the failure would cause a Material Adverse Effect: (a) Neither the Company nor any of its subsidiaries Subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its Subsidiaries is a party or by which it or any of them may be bound, except or to which any of the property or assets of the Company or any Subsidiary is subject (solely in collectively, “Agreements and Instruments”) (b)(i) and the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement or of any Terms Agreement and the consummation of the transactions contemplated herein or in any Terms Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Subsidiary pursuant to, any Company Documentsthe Agreements and Instruments, except (solely in the case of Company Documents other than Subject Instrumentsii) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any Subsidiary, (iii) nor will such action result in any violation of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries Subsidiary or any of their respective assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Material Subsidiaries is in violation of its Organizational Documents charter, by-laws, memorandum of association or other organizational document, as applicable, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its Material Subsidiaries is a party or by which it or any of them may be bound, except or to which any of the property or assets of the Company or any Material Subsidiary is subject (solely collectively, “Agreements and Instruments”), except, in the each case of Company Documents other than Subject Instruments) with respect to the charter, by-laws, memorandum of association or other organizational document, as applicable, of the Company or any of its Material Subsidiaries, for such violations or defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The execution, delivery and performance of this Underwriting Agreement and the consummation of the transactions contemplated herein and hereby or in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”” in the Prospectus relating to such Securities) and compliance by the Company with its obligations under this Agreement hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any assets, property or assets operations of the Company or any of its subsidiaries Material Subsidiaries pursuant to, any Company Documents, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, Agreements and Instruments nor will such action result in any violation of (i) the provisions of the Organizational Documents charter, by-laws, memorandum of association or other organizational document, as applicable, of the Company or any of its subsidiaries Material Subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company (collectively, “Relevant Laws”) or any of its subsidiaries Material Subsidiaries or any of their respective assets, properties or operationsoperations except, in each case other than with respect to the charter, by-laws, memorandum of association or other organizational document, as applicable, of the Company or any of its Material Subsidiaries, for such conflicts, breaches, defaults, Repayment Events, liens, charges, encumbrances, or 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 of its Material Subsidiaries.

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

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (i) in violation of its Organizational Documents (as defined herein) or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company DocumentDocument (as defined herein), except (solely except, in the case of Company Documents other than Subject Instruments(ii) above, for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined herein) under, or result in the creation or imposition of any Lien upon any property or assets of the Company or any of its subsidiaries pursuant to, any Company Documents, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults defaults, Repayment Events or Liens that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Document, except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance Pre-Closing Transactions and sale of the Securities and the use of the proceeds from the sale of the Securities as described in to be sold by the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”Selling Shareholders) and compliance by the Company with its obligations under this Agreement did not, 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, Termination Event default or Repayment Event under, or result in the creation or imposition of any Lien upon any property or assets of the Company or any of its subsidiaries pursuant to, any Company Documents or Shareholder Documents, except (solely in the case of Company Documents other than Subject Instruments, Shareholder Documents and Leases) for such conflicts, breaches, breaches or defaults or Liens that would not, individually or in the aggregate, not result in a Material Adverse Effect, nor did, does or will any such action require the consent, waiver or approval of any landlord, lessor, or other owner of any real property, stores, buildings or other improvements occupied or used under lease or sublease by the Company or any of its subsidiaries (except for such consents, waivers and approvals as have been obtained and as are in full force and effect), nor did, does or will any such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective its assets, properties or operations.

Absence of Defaults and Conflicts. The Company is not in violation of its memorandum of association or bye-laws. None of the Company's subsidiaries is in violation of its organizational documents, except for such violations that would not, singly or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operationsoperations (except where such violations with respect to this Section 2(xii)(ii) would not, singly or in the aggregate, 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 None of the Company nor Company, the Operating Partnership or any of its subsidiaries Subsidiary is (A) in violation of its Organizational Documents certificate of incorporation, partnership agreement, charter, by-laws, declaration of trust or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Documentcontract, except (solely in indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the case Company, the Operating Partnership or any Subsidiary is a party or by which any of Company Documents other than Subject Instruments) for such defaults that would notthem may be bound, individually or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation to which any of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event or Repayment Event under, or result in the creation or imposition of any Lien upon any property or assets of the Company Company, the Operating Partnership or any of its subsidiaries pursuant toSubsidiary is subject (collectively, any Company Documents, except “Agreements and Instruments”) or (solely C) in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Company, the Operating Partnership or any of its subsidiaries Subsidiary or any of their respective assets, properties or operationsoperations (“Laws”), except for such defaults or violations of Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined herein) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership, any Subsidiary, or any Property Partnership pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership, any Subsidiary, or any Property Partnership or of any Laws, except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any mortgage, note, debenture or other evidence 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, any Subsidiary, or any Property Partnership.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiaries is in (A) violation of its Organizational Documents organizational documents, or in (B) default (whether with or without the giving of notice or passage of time or both) in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Documentlease, indenture, mortgage, deed of trust, loan agreement, operating agreement, property management agreement, franchise agreement or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except (solely in the case of Company Documents other than Subject Instrumentsclause (B) for to the extent that such defaults that default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The executionissuance and sale of the Forward Securities and the Company Securities by the Company, delivery the sale by or on behalf of the Forward Counterparty of the Forward Counterparty Securities and performance the compliance by the Company and the Operating Partnership with all of the provisions of this Agreement and the consummation of the Forward Purchase Contract and all other transactions contemplated herein and or in the Registration Statement, Forward Purchase Contract by the General Disclosure Package and Company or the Prospectus Operating Partnership (including the issuance and sale settlement by the Company of the Securities Forward Purchase Contract and the use of the proceeds to the Company from the sale of the Forward Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement do not and will not: (A) conflict with, whether with or without the giving of notice or passage of time or both, conflict with or constitute a result in any breach of, or defaultconstitute a default under nor constitute any event which (with notice, Termination Event or Repayment Event underlapse of time, or both) would constitute a breach of or default under (i) any provisions of the charter or bylaws or other organizational documents of the Company or any Subsidiary, (ii) any provision of any license, lease, indenture, mortgage, deed of trust, loan, credit, operating agreement, property management agreement or other agreement or instrument to which any of the Company or any Subsidiary is a party or by which any of them or their respective properties or assets may be bound or affected, (iii) any law or regulation binding upon or applicable to the Company or any Subsidiary or any of their respective properties or assets or (iv) any decree, judgment or order applicable to the Company or any Subsidiary; or (B) result in the creation or imposition of any Lien lien, charge, claim or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any Company DocumentsSubsidiary, except in each case described in clauses (solely in the case A)(ii) through (iv) and (B) of Company Documents other than Subject Instruments) this sentence for such conflicts, breaches, defaults or Liens that and violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, nor will such action result and in any violation the case described in clause (B) of this sentence for liens, charges, claims and encumbrances in connection with certain indebtedness described in the financial statements referred to in Section 1, paragraph (ia)(vii) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operationshereto.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries the Subsidiary is in violation of its Organizational Documents charter or by-laws. Neither the Company nor the Subsidiary is in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject or is (nor will either of them, with notice of any current or past condition or event or passage of time thereafter, be) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor the Subsidiary is a party or by which it or they may be bound, or to which any of the property or assets of the Company or the Subsidiary is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The Effect or affect the validity of the Securities; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries the Subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse EffectEffect or affect the validity of the Securities), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries the Subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or the Subsidiary or any of its subsidiaries or any of their respective 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 the Subsidiary.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Document, except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect. The executionexecution and delivery of, delivery and the performance by the Company of this Agreement its obligations under, the Transaction Documents and the consummation of the transactions contemplated herein therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement the Transaction Documents do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event or Repayment Event under, or result in the creation or imposition of any Lien (other than the Lien of the Mortgage) upon any property or assets of the Company or any of its subsidiaries pursuant to, any Company Documents, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would notneither, individually or in the aggregate, result in a Material Adverse EffectEffect nor materially and adversely affect the performance by the Company of its obligations under the Transaction Documents, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operations, except, in the case of clause (ii), for such violations that would neither, individually or in the aggregate, result in a Material Adverse Effect nor materially and adversely affect the performance by the Company of its obligations under the Transaction Documents.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries the Bank is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor the Bank is a party or by which either of them may be bound, or to which any of the property or assets of the Company or the Bank is subject (collectively, the "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event a default or Repayment Event (as defined below) under, give rise to any right of termination under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or the Bank pursuant to any of its subsidiaries pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, aggregate result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries the Bank or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries the Bank or any of their respective 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 the Bank.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, "AGREEMENTS AND INSTRUMENTS") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event constitute a default or a Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens that would notRepayment Events or liens, individually charges or encumbrances that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiaries, or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective 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 Company nor any of its subsidiaries is in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Document, except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event or Repayment Event under, or result in the creation or imposition of any Lien upon any property or assets of the Company or any of its subsidiaries pursuant to, any Company Documents, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operations, except in the case of clause (ii) only, for such violation that would not result in a Material Adverse Effect.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents 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, license or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of its subsidiaries may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing U.S. Prospectus and the Canadian Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breachesbreaches or defaults, defaults Repayment Events or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) any violation or conflict with the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any violation or conflict with the provisions of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations, except in the case of (ii), such violations or conflict as would not individually or in the aggregate result in a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's 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 The Company nor any of and its subsidiaries is Subsidiaries are not in violation of its Organizational Documents their respective articles of incorporation, certificate of formation, bylaws, operating agreement or other organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, agreement, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it is bound, or to which either of the property or assets of the Company Documentor a Subsidiary is subject (collectively, the “Agreements and Instruments”), except (solely in where the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, result in violation could not reasonably be expected to have a Material Adverse Effect. The execution, ; and the execution and delivery of and performance of under this Agreement Agreement, the Transaction Documents and any other Agreements and Instruments, and the consummation of the transactions contemplated herein and in or therein (including without limitation the Registration Statementissuance of the Preferred Shares, the General Disclosure Package Investor Warrants and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”Common Shares) and compliance by the Company and its Subsidiaries with its their respective obligations under this Agreement hereunder and thereunder, do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, of or default, Termination Event or Repayment Event a default under, or result in the creation or imposition of any Lien upon any property or assets of the Company or any of its subsidiaries Subsidiary pursuant to, any Company Documents, except (solely in the case of Company Documents other than Subject to such Agreements and Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, nor will such action actions result in any violation of (i) the or require any notice, consent or waiver or trigger any change of control provisions of the Organizational Documents articles of incorporation or formation, bylaws, operating agreement or other organizational documents of the Company or any of its subsidiaries Subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality court or court, domestic or foreign, Governmental Authority having jurisdiction over the Company or Company, any of its subsidiaries Subsidiary or any of their respective assets, properties assets or operationsproperties.

Absence of Defaults and Conflicts. The Company is not in violation of its memorandum of association or bye-laws. None of the Company’s subsidiaries is in violation of its organizational documents, except for such violations that would not, singly or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operationsoperations (except where such violations with respect to this Section 1(xii)(ii) would not, singly or in the aggregate, have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company Company, the Operating Partnership nor any of its their respective subsidiaries is in violation of its Organizational Documents (as defined below) or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company DocumentDocument (as defined below), except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by each of the Company and the Operating Partnership with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event or Repayment Event default under, or result in the creation or imposition of any Lien upon any property or assets of the Company Company, the Operating Partnership or any of its their respective subsidiaries pursuant to, to any Company Documents, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company Company, the Operating Partnership or any of its their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operations.. The term “Company Documents” as used herein means any contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments or agreements to which the Company, the Operating Partnership, the

Absence of Defaults and Conflicts. Neither Except for such breach that would not result in a Material Adverse Effect, neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, except or to which any of the property or assets of the Company or any of its subsidiaries is subject (solely in collectively, “Agreements and Instruments”); and the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Documents and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Pricing Circular and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Pricing Circular (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus Circular under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement the Transaction Documents have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any Company Documents, the Agreements and Instruments except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens that would notRepayment Events or liens, individually charges or encumbrances that, singly or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operations. As used herein, a “Repayment Event” means any 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 Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”Securities) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not in violation of its Organizational Documents certificate of incorporation or by-laws or other constituting or organizational document or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or other instrument binding upon the Company Documentor to which any of the property or assets of the Company is subject, except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. The execution, Effect and that would not affect the validity of the Equipment Notes or the Certificates; and the execution and delivery and performance by the Company of this Agreement Agreement, the Equipment Notes and the Operative Documents to which it is, or is to be, a party, the consummation by the Company of the transactions contemplated herein by this Underwriting Agreement and in the Registration Statementby such Operative Documents, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder and thereunder and the terms hereof and thereof do not and will not, whether with or without the giving of notice or passage of time or both, (A) result in a violation of the provisions of the certificate of incorporation or by-laws, as amended, or other constituting or organizational document of the Company, (B) conflict with with, or result in a breach of any of the terms or provisions of, or constitute a breach of, default or default, Termination Event or a Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance (other than as specified in, or permitted by, the applicable Operative Documents) upon any property or assets of the Company or any of its subsidiaries pursuant tounder, any Company Documentsagreement or other instrument binding upon the Company, except or (solely in the case of Company Documents other than Subject InstrumentsC) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ order or decree of any government, government governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operations, except, in the case of either clause (B) or (C), for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances or violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect and that would not affect the validity of the Equipment Notes or the Certificates). As used herein, “Repayment Event” means any 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 prior to the stated maturity or date of mandatory redemption or repayment thereof of all or a portion of such indebtedness by the Company.

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

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

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (a) in violation of its Organizational Documents certificate of incorporation or bylaws or similar organizational documents, as applicable, or (b) is in violation or default (or, with the giving of notice or lapse of time, would be in the performance violation or observance of default) (“Default”) under any obligationindenture, loan, credit agreement, covenant note, lease, license agreement, contract, franchise or condition contained in other agreement or instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company Documentor any of its subsidiaries is a party or by which any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except (solely in the case of Company Documents other than Subject Instrumentsthis clause (b) for such defaults that Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement the Transaction Documents and the consummation of the transactions contemplated herein hereby and in the Registration Statementthereby, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities (i) have been duly authorized by all necessary corporate action, and the use will not result in any violation of the proceeds from the sale provisions of the Securities articles of association or bylaws or similar organizational documents, as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use applicable, of Proceeds”) and compliance by the Company with or any of its obligations under this Agreement do subsidiaries, (ii) will not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Default or a Debt Repayment Triggering Event or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any Company Documentsother party to, any Existing Instrument, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that as would notnot reasonably be expected to have, individually or in the aggregate, result in a Material Adverse Effect, nor (iii) will such action not result in any violation of (i) the provisions of the Organizational Documents of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (iiiv) will not require a vote or approval of the stockholders of the Company. As used herein, a “Debt Repayment Triggering Event” means any applicable lawevent or condition which gives, statuteor with the giving of notice or lapse of time would give, rule, regulation, judgment, order, writ or decree the holder of any governmentnote, government instrumentality debenture or courtother evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, domestic redemption or foreign, having jurisdiction over repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries or any of their respective assets, properties or operationssubsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments"), except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”Shares) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) except for such violations that would not result in a Material Adverse Effect, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither Except as described in the Prospectus, (a) neither the Company nor any of its subsidiaries Subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), except (solely in the each case of Company Documents other than Subject Instruments) for such defaults that violation or default would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. The ; (b)(i) and the execution, delivery and performance of this Agreement or of any Terms Agreement and the consummation of the transactions contemplated herein or in any Terms Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Subsidiary pursuant to, any Company Documentsthe Agreements and Instruments, except (solely in the case of Company Documents other than Subject Instrumentsii) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any Subsidiary, (iii) nor will such action result in any violation of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries Subsidiary or any of their respective assets, properties or operationsoperations (each, a “Governmental Authority”). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Document, except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event or Repayment Event under, or result in the creation or imposition of any Lien upon any property or assets of the Company or any of its subsidiaries pursuant to, any Company Documents, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse EffectEffect or materially and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations under this Agreement, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (ii) except for such violations that would not, individually or in the aggregate, result in a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations under this Agreement, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiary is in violation breach of its Organizational Documents or in default (nor has any event occurred which with notice, lapse of time, or both would constitute a breach of or default) (x) under its respective organizational documents, or (y) in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, license, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any Subsidiary is a party or by which any of them or their respective properties is bound, except (solely in the case of Company Documents other than Subject Instrumentsclause (y) for such breaches or defaults that would notnot reasonably be expected to have, individually or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and Agreement, the consummation of the transactions contemplated herein and in the Registration Statement, Prospectus and the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities Shares to be sold by the Company) and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder do not and will notnot (A) conflict with, whether or result in any breach of, or constitute a default under (nor constitute any event which with notice, lapse of time, or without the giving of notice or passage of time or both, conflict with or both would constitute a breach of, or default, Termination Event default under) (i) any provision of the organizational documents of the Company or Repayment Event underany Subsidiary, or (ii) any provision of any contract, license, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them or their respective properties or assets may be bound or affected, or (iii) any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company or any Subsidiary, except in the case of clauses (ii) and (iii) for such breaches or defaults that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (B) result in the creation or imposition of any Lien lien, charge, claim or encumbrance upon any property or assets asset of the Company or any of its subsidiaries pursuant to, any Company Documents, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operationsSubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”Securities) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with violate or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflictsviolations, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its memorandum of association or bye-laws. None of the Company’s subsidiaries is in violation of its organizational documents, except for such violations that would not, singly or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operationsoperations (except where such violations with respect to this Section 1(xii)(ii) would not, singly or in the aggregate, have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the International Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, the International Purchase Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus Prospectuses under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement and the International Purchase Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances or Repayment Events that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets, properties or operations.the

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or other constitutive documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the International Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, the International Purchase Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus Prospectuses under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement and the International Purchase 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, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws or other constitutive documents of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiary is in violation of its Organizational Documents 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, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor the Subsidiary is a party or by which it may be bound, or to which any of the property or assets of the Company or the Subsidiary is subject (collectively, the “Agreements and Instruments”), except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The , or in violation of any applicable statute, law, rule, regulation or judicial or administrative decree, writ, judgment or order, except for such violations that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement do hereunder does not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event or Repayment Event default under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries the Subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries the Subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries the Subsidiary or any of their respective assets, properties or operations.

Absence of Defaults and Conflicts. The Company is not in violation of its memorandum of association or bye-laws. None of the Company’s subsidiaries is in violation of its organizational documents, except for such violations that would not, singly or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Disclo- sure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or bye-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operationsoperations (except where such violations with respect to this Section 1(xiii)(ii) would not, singly or in the aggregate, have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the U.S. Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, the U.S. Purchase Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus Prospectuses under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement and the U.S. Purchase Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances or Repayment Events that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operationsoperations (except for any such violation as would not reasonably be expected to result in a Material Adverse Effect). As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or bylaws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments") except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the corporate reorganization and Merger of the Company with Allegiant Travel Company, LLC, the issuance and sale of the Securities securities and the use of the proceeds from the sale of the Securities securities as described in the Pre-Pricing Prospectus and the Prospectus Registration Statement under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or bylaws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”), except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, breaches or defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws of the Company or any of its subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Significant Subsidiary is (i) in violation of its Organizational Documents charter or by-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Documentcontract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which it is a party or by which it may be bound, or to which any of its property or assets is subject (collectively, “Agreements and Instruments”) or (iii) except (solely as disclosed in the Registration Statement, the Prospectus and the Time of Sale Information, in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject except in the case of Company Documents other than Subject Instruments(ii) and (iii) for such defaults or violations that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement Agreement, the Indenture and the Senior Notes, and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Prospectus and the Prospectus Time of Sale Information (including the issuance and sale of the Securities Senior Notes and the use of the proceeds from the sale of the Securities Senior Notes as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under this Agreement the Indenture and the Senior Notes have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Significant Subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens liens, charges or encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents charter or by-laws or similar organizational documents of the Company or any of its subsidiaries Significant Subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries Significant Subsidiary or any of their respective 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 Significant Subsidiary, other than such events or conditions that are contemplated by the terms of this Agreement and the Indenture.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Organizational Documents charter or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Documentor any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments"), except (solely in the case of Company Documents other than Subject Instruments) for such violations or defaults that would not, individually or in the aggregate, not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement and the International Purchase Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus Prospectuses under the caption “"Use of Proceeds”") and compliance by the Company with its obligations under this Agreement hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, any Company Documents, the Agreements and Instruments (except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults defaults, liens, charges or Liens encumbrances that would not, individually or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its subsidiaries or (iii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their respective assets, properties or operationsoperations (excluding the state and foreign securities laws or the rules and regulations of the National Association of Securities Dealers, Inc. (the "NASD")), except for violations that would not have a Material Adverse Effect or (ii) the charter or By-laws of the Company or any subsidiary. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.