Common use of Absence of Conflicts Clause in Contracts

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes 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 therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence 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 Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes Agreement and the consummation of the transactions contemplated herein, therein 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 therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of the chartercharter (including the Certificate of Designations), bylaws or similar organizational documents of the Company or any of its Subsidiariessubsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence 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 Subsidiariessubsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture performance of the Investment Management Agreement and the Notes Administration Agreement and the consummation of the transactions contemplated herein, herein and therein 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 therein under the caption “Use of Proceeds”) and the compliance by the Company Adviser and the Administrator with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or of passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company Adviser or any Subsidiary the Administrator or pursuant to, the Adviser/Administrator Agreements and Instruments (except for such conflicts, breaches, defaults defaults, events or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives conditions giving the holder of any note, debenture or other evidence 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 Adviser or the Administrator, or liens, charges or encumbrances that would not reasonably be expected, singly or in the aggregate, to result in an Adviser/Administrator Material Adverse Effect), nor will such action result in any violation of the provisions of (a) the limited liability company agreement of the Adviser or the Administrator, or (b) any applicable 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 Adviser or the Administrator or any of its Subsidiariestheir properties, assets or operations except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, to result in an Adviser/Administrator Material Adverse Effect.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes and the consummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including Neither the issuance and sale of the Securities and Securities, the use execution, delivery or performance of this Agreement by the Company or the Operating Partnership, nor the consummation by the Company or the Operating Partnership of the transactions contemplated hereby (including the application of the proceeds from the sale of the Securities as described therein in the Registration Statement and the Prospectus): (A) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required for the registration of the Securities under the caption “Use Securities Act, the listing of Proceeds”) the Securities on the NYSE and compliance with the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate securities or other action and do not and blue sky laws of various jurisdictions), or conflicts or will not, whether with or without the giving of notice or passage of time or both, conflict with or constitutes or will constitute a breach or violation of, or a default under, the articles of incorporation, or by-laws (or analogous governing documents) of the Company, the Operating Partnership or any of their subsidiaries; or (B) (i) conflicts or will conflict with or constitutes or will constitute a breach of, or a default or Repayment Event (as defined below) under, any agreement, indenture, lease or other instrument to which the Company, the Operating Partnership or any of their subsidiaries is a party or by which the Company or the Operating Partnership or any properties of the Company or the Operating Partnership or any of their subsidiaries may be bound, except as would not reasonably be expected to have a Material Adverse Effect, or (ii) violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Company, the Operating Partnership or any of their subsidiaries or any properties of the Company, the Operating Partnership or any of their subsidiaries, or (iii) will result in the creation or imposition of any lien, charge or encumbrance upon any properties property or assets of the Company or any Subsidiary pursuant toCompany, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company Operating Partnership or any of its Subsidiaries, or, except as disclosed in their subsidiaries pursuant to the Registration Statementterms of any agreement or instrument to which the Company, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence 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 Operating Partnership or any of its Subsidiariestheir subsidiaries is a party or by which the Company, the Operating Partnership or any of their subsidiaries may be bound, or to which any property or assets of the Company, the Operating Partnership or any of their subsidiaries is subject.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture performance of the Investment Management Agreement, the Indenture, the Securities and the Notes DTC Agreement and the consummation of the transactions contemplated herein, 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 therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of (a) the charter, bylaws or similar organizational documents document of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Subsidiaries or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, 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 of its the Subsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture performance of the Investment Management Agreement and the Notes Administration Agreement and the consummation of the transactions contemplated herein, herein and therein 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 therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of (a) the charter, bylaws or similar organizational documents document of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Subsidiaries or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, 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 of its the Subsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes and the consummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including Neither the issuance and sale of the Securities and Securities, the use execution, delivery or performance of this Agreement or the Forward Contract by the Company or the Operating Partnership, nor the consummation by the Company or the Operating Partnership of the transactions contemplated hereby (including the application of the proceeds from the sale of the Securities as described therein in the Registration Statement and the Prospectus): (A) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required for the registration of the Securities under the caption “Use Securities Act, the listing of Proceeds”) the Securities on the NYSE and compliance with the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate securities or other action and do not and blue sky laws of various jurisdictions), or conflicts or will not, whether with or without the giving of notice or passage of time or both, conflict with or constitutes or will constitute a breach or violation of, or a default under, the articles of incorporation, or by-laws (or analogous governing documents) of the Company, the Operating Partnership or any of their subsidiaries; or (B) (i) conflicts or will conflict with or constitutes or will constitute a breach of, or a default or Repayment Event (as defined below) under, any agreement, indenture, lease or other instrument to which the Company, the Operating Partnership or any of their subsidiaries is a party or by which the Company or the Operating Partnership or any properties of the Company or the Operating Partnership or any of their subsidiaries may be bound, except as would not reasonably be expected to have a Material Adverse Effect, or (ii) violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Company, the Operating Partnership or any of their subsidiaries or any properties of the Company, the Operating Partnership or any of their subsidiaries, or (iii) will result in the creation or imposition of any lien, charge or encumbrance upon any properties property or assets of the Company or any Subsidiary pursuant toCompany, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company Operating Partnership or any of its Subsidiaries, or, except as disclosed in their subsidiaries pursuant to the Registration Statementterms of any agreement or instrument to which the Company, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence 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 Operating Partnership or any of its Subsidiariestheir subsidiaries is a party or by which the Company, the Operating Partnership or any of their subsidiaries may be bound, or to which any property or assets of the Company, the Operating Partnership or any of their subsidiaries is subject.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes Transaction Documents and the consummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus thereby (including the issuance and sale delivery of the Securities and the Exchange Securities and the use of the proceeds from the sale of the Securities as described therein in the Offering Memorandum under the caption “Use of Proceeds”) and the compliance by the Company Legacy Parties with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any bond, note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Partnership or any subsidiary of the Partnership (a “Repayment Event”) under, or result in the creation or imposition of any Lien upon any property or assets of the Partnership or any of its Subsidiariessubsidiaries pursuant to any Partnership Documents, except, in the case of Partnership Documents, for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Change, nor will such action result in any violation of the provisions of the Organizational Documents of the Partnership or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Partnership or any of its subsidiaries or any of their respective assets, properties or operations, except for such violations 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 Partnership or any of its subsidiaries or any of their respective assets, properties or operations that would not, individually or in the aggregate, result in a Material Adverse Change.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture Other Transaction Agreements and the Notes other agreements listed as exhibits to the Registration Statement by the Company and the Partnership (to the extent a party thereto) and the issuance, sale and delivery by the Company of the Securities and the consummation of the transactions contemplated herein, therein and herein or in the Registration StatementOther Transaction Agreements, 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 therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will notnot (A) conflict with, whether or result in any breach or constitute a default (nor constitute any event which with or without the giving of notice or passage notice, lapse of time or both, conflict with or both would constitute a breach ofor default) (i) by the Company of any provisions of its Articles or Bylaws, by the Partnership of any provisions of its Certificate of Limited Partnership or Partnership Agreement, by any Subsidiary (excluding the Partnership) of any provision of its organizational documents, or default (ii) by the Company or Repayment Event (as defined below) underany Subsidiary of any provision of any obligation, agreement, contract, franchise, license, indenture, mortgage, deed of trust, loan or credit agreement, 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 may be bound or affected, or (iii) by the Company or any Subsidiary under any U.S. 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 use of clauses (A)(ii) and (A)(iii) above, for such conflicts, breaches or defaults that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (B) result in the creation or imposition of any lien, charge charge, claim or encumbrance upon any properties property or assets asset of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, orSubsidiary, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence 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 Conflicts. The execution, delivery and performance of this Agreement, the Indenture Securities, the Guarantees and the Notes Indenture and the consummation of the transactions contemplated herein, therein herein and in the Registration StatementPreliminary Offering Memorandum, the General Pricing Disclosure Package and the Prospectus Final Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company Company, the Operating Partnership and each Subsidiary Guarantor with its their respective obligations hereunder under this Agreement, the Securities, the Guarantees and thereunder the Indenture have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiariessubsidiaries, or, except as disclosed in the Registration StatementPreliminary Offering Memorandum, the General Pricing Disclosure Package and the ProspectusFinal Offering Memorandum, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence 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 Subsidiariessubsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes Agreement and the consummation of the transactions contemplated herein, therein herein and in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of (x) the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, (y) except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations 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 of its Subsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes Securities, the performance of the Investment Management Agreement and the Administration Agreement and the consummation of the transactions contemplated herein, herein and therein 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 therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of (a) the charter, bylaws or similar organizational documents document of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Subsidiaries or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, 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 of its the Subsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and Alternative Equity Distribution Agreements, any Terms Agreement, any Alternative Terms Agreement or the Notes Investment Management Agreement, and the consummation of the transactions contemplated herein, herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of (a) the charter, bylaws or similar organizational documents document of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Subsidiaries or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, 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 of its the Subsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes and the consummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance issue and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder all of the provisions of the Securities, the Indenture, the Call Spread Confirmations and thereunder have been duly authorized by all necessary corporate or other action this Agreement and do the consummation of the transactions herein and therein contemplated will not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute result in a breach or violation of any of the terms or provisions of, or constitute a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of any subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any Subsidiary pursuant toof its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, the Agreements and Instruments (except for such conflictsother than any conflict, breaches, defaults breach violation or Repayment Events or liens, charges or encumbrances default that would not, singly individually or in the aggregate, result in have a Material Adverse Effect or which have been waived)Effect, nor will such action result in any violation of the provisions of (i) the charterCertificate of Incorporation or By-laws, bylaws each as amended through the date of this Agreement, of the Company or similar organizational documents (ii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries, orsubsidiaries or any of their properties, except as disclosed in the Registration Statementcase of (ii) as would not, individually or in the General Disclosure Package aggregate, have a Material Adverse Effect; and the Prospectusno consent, any applicable lawapproval, statute, rule, regulation, judgmentauthorization, order, writ registration or decree qualification of or with any Governmental Entitysuch court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement, the Indenture or the Call Spread Confirmations, except for the qualification of the Indenture under the 1939 Act in connection with the filing of such registration statement and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence 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.subsidiaries;

Absence of Conflicts. The execution, Neither the execution and delivery and performance by Peabody of this AgreementAgreement nor the execution and delivery by Peabody or any Peabody Entity of any other Transaction Document to which Peabody or any such Peabody Entity is or will be a party, the Indenture and the Notes and nor the consummation by them of the transactions contemplated hereinhereby and thereby, therein and does or will (a) conflict with, or result in the Registration Statementbreach of any provision of, the General Disclosure Package and Charter Documents of Peabody or any such Peabody Entity, (b) violate any applicable Law or any Permit or Order of any Governmental Authority applicable to or binding upon Peabody or any such Peabody Entity or to which any of their respective properties or assets is subject, (c) result in the Prospectus (including the issuance and sale creation of any Encumbrance upon any of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”Peabody Contributed Assets or (d) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will notviolate, whether conflict with or without result in the giving breach or termination of, or otherwise give any other Person the right to terminate, or constitute a default, event of notice default or passage an event that with notice, lapse of time or both, conflict with or would constitute a breach default or event of default under the terms of, or default or Repayment Event (as defined below) under, or result any Contract included in the creation Peabody Contributed Assets or imposition of by which any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary pursuant toPeabody Contributed Assets is subject, except in the Agreements case of clauses (b), (c) and Instruments (except d) for such conflictsviolations, breachesEncumbrances, defaults conflicts or Repayment Events or liensbreaches as have not had and would not reasonably be expected to have, charges or encumbrances that would not, singly individually or in the aggregate, result in a Peabody Material Adverse Effect or which have been waived), nor will such action result in any violation Effect. As of the provisions Closing Date, none of the charterJV Entities will be, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used hereinwill be required to become, a “Repayment Eventrestricted subsidiary” means or will otherwise be subject to restrictions on payment of cash distributions under any event debt documents or condition which gives the holder in connection with any indebtedness of any note, debenture Peabody or other evidence 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 SubsidiariesAffiliates.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture Securities Purchase Agreements, and the Notes and Escrow Agreement, the consummation of the transactions contemplated hereinhereby, therein thereby and by the Registration Statement, the General Disclosure Package and the Prospectus and the issuance and sale of the Securities (including the use of proceeds from the sale of the Securities as described 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 therein under the caption “Use of Proceeds”) and the compliance by the Company and the Operating Partnership with its their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiariessubsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence 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 Subsidiariessubsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement and the Amended and Restated Partnership Agreement, the Indenture and the Notes and the consummation of the transactions contemplated hereinherein and therein, 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 therein in the Prospectus under the caption “Use of Proceeds”) and the compliance by the Company Legacy Parties with its their obligations hereunder under this Agreement and thereunder have been duly authorized by all necessary corporate or other action the Amended and Restated Partnership Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any properties property or assets of the Company Partnership or any Subsidiary of its subsidiaries pursuant toto any Partnership Documents, except, in the Agreements and Instruments (except case of Partnership Documents other than Subject Instruments, for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances Liens that would not, singly or in the aggregate, not result in a Material Adverse Effect or which have been waived)Effect, nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents Organizational Documents of the Company Partnership or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used hereingovernment, a “Repayment Event” means any event government instrumentality or condition which gives court, domestic or foreign, having jurisdiction over the holder of any note, debenture or other evidence 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 Partnership or any of its Subsidiariessubsidiaries or any of their respective assets, properties or operations, except for such violations 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 Partnership or any of its subsidiaries or any of their respective assets, properties or operations that would not, individually or in the aggregate, result in a Material Adverse Effect.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and performance of the Notes Investment Management Agreement and the consummation of the transactions contemplated herein, herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the issuance of the Underlying Securities upon conversion thereof and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company Adviser with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or of passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company Adviser or any Subsidiary pursuant to, the Adviser Agreements and Instruments (except for such conflicts, breaches, defaults defaults, events or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives conditions giving the holder of any note, debenture or other evidence 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 Adviser, or liens, charges or encumbrances that would not reasonably be expected, singly or in the aggregate, to result in an Adviser Material Adverse Effect), nor will such action result in any violation of the provisions of (a) the limited partnership agreement of the Adviser, or (b) any applicable 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 Adviser or any of its Subsidiariesproperties, assets or operations except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, to result in an Adviser Material Adverse Effect.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and performance of the Notes Investment Management Agreement and the consummation of the transactions contemplated herein, 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 therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of (a) the charter, bylaws or similar organizational documents document of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Subsidiaries or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, 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 of its the Subsidiaries.

Absence of Conflicts. The executionNeither the execution and delivery of the Indenture, delivery and performance of this Agreement or the Registration Rights Agreement, the Indenture and the Notes and the consummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance issue and sale of the Securities and Securities, nor the use consummation of any other of the proceeds from transactions herein or therein contemplated, nor the sale fulfillment of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate terms hereof or other action and do not and thereof will notconflict with, whether with or without the giving of notice or passage of time or both, conflict with or constitute result in a breach or violation of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, (i) the Agreements and Instruments (except for such conflicts, breaches, defaults charter or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents by-laws of the Company or any of its Subsidiariessubsidiaries; (ii) the terms of any indenture, orcontract, except as disclosed in lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Registration StatementCompany or any of its subsidiaries is a party or bound or to which any of their respective properties is subject; or (iii) any statute, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ order or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right applicable to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiariessubsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority of the United States or any state thereof having jurisdiction over the Company, any of its subsidiaries or any of their respective properties or to the Company's knowledge, any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority outside of the United States having jurisdiction over the Company, any of its subsidiaries or any of their respective properties, except, with respect to (x) clause (ii) and (y) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority outside of the United States described in clause (iii) as to which the Company has no knowledge, for conflicts, violations, breaches or impositions that would not reasonably be expected to have a Material Adverse Effect.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture performance of the Investment Management Agreement and the Notes Administration Agreement and the consummation of the transactions contemplated herein, 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 Shares as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of (a) the charter, bylaws or similar organizational documents document of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Subsidiaries or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, 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 of its the Subsidiaries.

Absence of Conflicts. The execution, execution and delivery and performance by the Seller of this Agreement, the Indenture and the Notes performance by it of its obligations hereunder and the consummation by the Seller of the transactions contemplated herein, therein and hereby will not (a) conflict with or result in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale any violation of any provision of the Securities and the use of the proceeds from the sale of the Securities Seller's charter or bylaws, each as described therein under the caption “Use of Proceeds”amended to date, (b) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage the lapse of time or both, conflict with with, result in any violation or constitute a breach of, constitute a default under, give rise to any right of termination or default acceleration pursuant to, result in any increased or Repayment Event (as defined below) underadditional payments pursuant to, or result in being declared void or voidable, or result in any change or amendment of, any term or provision of any note, bond, mortgage, indenture, lease, license, Contract or other instrument to which the Seller is a party or by which any of the Transferred Assets are or may be bound, (c) violate any Legal Requirement applicable to the Seller or the Transferred Assets or (d) result in the creation of, or imposition of impose on the Seller the obligation to create, any lien, charge or encumbrance Lien upon any properties or assets of the Company Transferred Assets other than such minor imperfections of title and Liens as do not materially detract from or any Subsidiary pursuant to, interfere with the Agreements use of the Transferred Assets or materially detract from the value thereof. The execution and Instruments delivery by (except for such conflicts, breaches, defaults a) Sterling America of this Agreement and the performance by it of its obligations hereunder will not (i) conflict with or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any provision of its Subsidiariescharter or bylaws, or, except each as disclosed in the Registration Statement, the General Disclosure Package amended to date or (ii) violate any Legal Requirement applicable to Sterling America and (b) Sterling Commerce of this Agreement and the Prospectus, performance by it of its obligations hereunder will not conflict with or result in any applicable law, statute, rule, regulation, judgment, order, writ or decree violation of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any provision of its Subsidiariescharter or bylaws, each as amended to date.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture performance of the Investment Management Agreement and the Notes Administration Agreement and the consummation of the transactions contemplated herein, 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 Shares as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of (a) the charter, bylaws or similar organizational documents document of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Subsidiaries or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, 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 125213972v2 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 the Subsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture performance of the Investment Management Agreement and the Notes Administration Agreement and the consummation of the transactions contemplated herein, herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described therein under the caption “Use of Proceeds”) and the compliance by the Company Adviser and the Administrator with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or of passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company Adviser or any Subsidiary the Administrator or pursuant to, the Adviser/Administrator Agreements and Instruments (except for such conflicts, breaches, defaults defaults, events or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives conditions giving the holder of any note, debenture or other evidence 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 Adviser or the Administrator, or liens, charges or encumbrances that would not reasonably be expected, singly or in the aggregate, to result in an Adviser/Administrator Material Adverse Effect), nor will such action result in any violation of the provisions of (a) the limited liability company agreement of the Adviser or the Administrator, or (b) any applicable 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 Adviser or the 125213972v2 Administrator or any of its Subsidiariestheir properties, assets or operations except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, to result in an Adviser/Administrator Material Adverse Effect.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture any Master Forward Confirmation, any Forward Contract and the Notes other agreements listed as exhibits to the Registration Statement by the Company and the Partnership (to the extent a party thereto) and the issuance, sale and/or delivery of the Shares and Forward Settlement Shares 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 therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and herein do not and will notnot (i) conflict with, whether or result in any breach or constitute a default (nor constitute any event which with or without the giving of notice or passage notice, lapse of time or both, conflict with or both would constitute a breach ofor default) (A) by the Company of any provisions of its Articles or Bylaws, by the Partnership of any provisions of its Certificate of Limited Partnership or Partnership Agreement, by any Subsidiary (excluding the Partnership) of any provision of its organizational documents, or default (B) by the Company or Repayment Event (as defined below) underany Subsidiary of any provision of any obligation, agreement, contract, franchise, license, indenture, mortgage, deed of trust, loan or credit agreement, 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 may be bound or affected, or (C) by the Company or any Subsidiary under any U.S. 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 (i)(B) and (i)(C) above, for such conflicts, breaches or defaults that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (ii) result in the creation or imposition of any lien, charge charge, claim or encumbrance upon any properties property or assets asset of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, orSubsidiary, except as disclosed in the Registration Statement, the General Disclosure Package Prospectus and the any Permitted Free Writing Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence 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 Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes Agreement and the consummation of the transactions contemplated herein, therein 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 therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of (x) the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (y) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations 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 of its Subsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes Agreement and the consummation of the transactions contemplated herein, therein 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 therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of (x) the provisions of the charter, bylaws or similar organizational documents of the Company or any of its SubsidiariesCompany, or, (y) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence 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 SubsidiariesCompany.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and performance of the Notes Investment Management Agreement and the consummation of the transactions contemplated herein, 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 therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, not conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of (a) the charter, bylaws or similar organizational documents document of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Subsidiaries or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, 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 of its the Subsidiaries.

Absence of Conflicts. The execution, delivery and performance by the Company of this Agreementthe Transaction Documents to which it is a party do not, the Indenture and the Notes and the consummation of the transactions contemplated herein, 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 therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether subject to obtaining the consents, approvals, authorizations and permits and making the filings described in this Section 5.3(d) or as set forth on Company Disclosure Schedule 5.3(d), (i) violate, conflict with, or result in any breach of, any of the terms, conditions or provisions of the Company’s certificate of incorporation or bylaws or its Subsidiaries’ respective certificates of incorporation and bylaws, (ii) except for Material Contracts set forth on Company Disclosure Schedule 5.8 with an asterisk, if any, require a Consent or violate or result in any violation or breach of, or constitute a default (with or without the giving of due notice or passage lapse of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or give rise to any right of termination, cancellation or acceleration under, or a loss of any benefits by the Company or any Subsidiary of the Company under, any of the terms, conditions or provisions of any Material Contract in existence as of the date of this Agreement, (iii) violate any order, writ, judgment, injunction, decree, statute, law, rule or regulation of any Governmental Entity applicable to the Company or any of its Subsidiaries or by which or to which any portion of their respective properties or assets is bound or subject or (iv) result in the creation or imposition of any lien, charge or encumbrance Lien upon any properties or assets of the Company or any Subsidiary pursuant toof the Company except, the Agreements with respect to each of clauses (ii) and Instruments (except for iii), such violations, conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that as would not, singly individually or in the aggregate, result in have a Material Adverse Effect Effect. No Consent, registration, declaration, or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectusfiling with, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence 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 Entity is required by the Company or any of its SubsidiariesSubsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party or the consummation by the Company of the transactions contemplated hereby or thereby, except for (A) the filing of a pre-merger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the expiration or termination of the applicable waiting period thereunder, (B) the filing, if applicable or advisable, of a request for an Advance Ruling Certificate pursuant to Section 102 of the Competition Act (Canada) and/or the filing of a pre-merger notification by the Company and Parent in accordance with Part IX of the Competition Act (Canada) and the expiration of the applicable waiting period thereunder, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (D) such other consents, approvals, orders, authorizations, registrations, declarations, filings, notices or permits the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect.

Absence of Conflicts. The execution, delivery and performance of the Acquisition Agreements, this Agreement, the Indenture Agreement and the Notes Collateral Documents and the consummation of the all actions and transactions contemplated hereinhereby and thereby will not (a) violate, therein and be in the Registration Statementconflict with, the General Disclosure Package and the Prospectus result in a breach of or constitute (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of due notice or passage lapse of time or both) a default under (i) any provision of the Articles of Incorporation or By-Laws or any shareholders agreement or other organizational document of the Borrower or any of its Subsidiaries or the Certificate of Limited Partnership or the Limited Partnership Agreement of the License Partnership, conflict with (ii) any arbitration award or constitute any order of any court or of any other governmental agency or authority binding on the Borrower or any of its Subsidiaries, (iii) any License of the Borrower or any of its Subsidiaries or under which the Borrower or any of its Subsidiaries operates or will operate after giving effect to the closings under the Acquisition Agreements, (iv) any applicable law, rule, order or regulation (including without limitation, (A) the Communications Act of 1934, as amended, (B) any law, rule, regulation or policy of the FCC or any other Licensing Authority or (C) regulations G, T, U or X of the Board of Governors of the Federal Reserve System) or (v) any Operating Agreement, the Subordinated Purchase Agreement or other material agreement, instrument or document relating to a breach ofStation or to which the Borrower or any of its Subsidiaries is a party, or default by which the Borrower or Repayment Event (as defined below) underany of its Subsidiaries or any of their properties is bound, or (b) result in the creation or imposition of any lienLien of any nature whatsoever, charge other than those Liens arising hereunder or encumbrance under the Collateral Documents, upon any properties or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation properties of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence 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 Borrower or any of its Subsidiaries.

Absence of Conflicts. The Except as set forth on the "Conflicts -------------------- --------- Schedule" attached hereto, the execution, delivery and performance of this Agreement, the Indenture and the Notes -------- 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 therein under the caption “Use of Proceeds”) and the compliance thereby by the Seller and/or any Acquired Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, shall not (a) conflict with or result in any breach of any of the terms, conditions or provisions of, (b) constitute a breach default under, (c) result in a violation of, (d) give any third party the right to modify, terminate or default or Repayment Event (as defined below) accelerate any obligation under, or (e) result in the creation or imposition of any lien, charge or encumbrance Lien upon any properties the Capital Stock or assets of the Company Seller (in respect to the Seller, only if such Lien would restrict the ability of the Seller to perform its obligations under this Agreement) or any Subsidiary Acquired Company (including, without limitation, the Acquired Stock and the Residual Acquired Commercial Assets) by any Person other than the Purchaser pursuant to, or (f) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or other governmental body or agency under; (1) the Agreements and Instruments certificate of incorporation or by-laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation equivalent governing documents) of the provisions of the charter, bylaws or similar organizational documents of the Company Seller or any of its Subsidiariesthe Acquired Companies; (2) any material indenture, ormortgage, except as disclosed in lease, loan agreement, contract or other agreement or instrument to which the Registration Statement, Seller or any of the General Disclosure Package and the Prospectus, Acquired Companies is bound or affected; (3) any applicable material law, statute, rule, regulation, judgment, order, writ rule or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition regulation to which gives the holder of any note, debenture or other evidence 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 Seller or any of its Subsidiariesthe Acquired Companies is subject (except in connection with the applicable requirements of the HSR Act, the DGCL, the Exchange Act, including, without limitation, the filing with and clearing by the SEC of any required Disclosure Document, if any, and the NASDAQ Stock Market); or (4) any judgment, order or decree to which the Seller or any Acquired Company is subject.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture performance of the Investment Management Agreement and the Notes Administration Agreement and the consummation of the transactions contemplated herein, herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described therein under the caption “Use of Proceeds”) and the compliance by the Company Adviser and the Administrator with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or of passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company Adviser or any Subsidiary the Administrator or pursuant to, the Adviser/Administrator Agreements and Instruments (except for such conflicts, breaches, defaults defaults, events or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives conditions giving the holder of any note, debenture or other evidence 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 Adviser or the Administrator, or liens, charges or encumbrances that would not reasonably be expected, singly or in the aggregate, to result in an Adviser/Administrator Material Adverse Effect), nor will such action result in any violation of the provisions of (a) the limited liability company agreement of the Adviser or the Administrator, or (b) any applicable 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 Adviser or the Administrator or any of its Subsidiariestheir properties, assets or operations except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, to result in an Adviser/Administrator Material Adverse Effect.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture issuance and sale of the Notes Securities, the filing of the Certificate of Amendment with the Department of State of the State of New York 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 therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence 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 Conflicts. The executionSubject only to the approval of the Reorganization, the Merger and this Agreement by Margate's stockholders, the execution and delivery and performance of this AgreementAgreement by Margate, the Indenture Holding Company and the Notes Merger Sub does not, 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 therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and hereby will not, whether with conflict with, or without the giving of notice or passage of time or both, conflict with or constitute a breach result in any violation of, or default under (with or Repayment Event (as defined below) underwithout notice or lapse of time, or result in the creation both), or imposition give rise to a right of termination, cancellation or acceleration of any lienobligation or loss of any benefit under (any such event, charge or encumbrance upon a "CONFLICT") (i) any properties or assets provision of the respective Certificate of Incorporation or Bylaws of Margate, Holding Company or Merger Sub or (ii) any Subsidiary pursuant tomortgage, the Agreements and Instruments (except for such conflictsindenture, breacheslease or other material contract, defaults agreement or Repayment Events or liensinstrument, charges or encumbrances that would notpermit, singly or in the aggregateconcession, result in a Material Adverse Effect or which have been waived)franchise, nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulationlicense, judgment, order, writ decree, statute, law, ordinance, rule or decree of regulation applicable to any Governmental Entitysuch party or its properties or assets. As used hereinExcept as set forth in Schedule 2.5, a “Repayment Event” means no consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any event court, administrative agency or condition which gives the holder of any note, debenture commission or other evidence of indebtedness federal, state, county, local or foreign governmental authority, instrumentality, agency or commission ("GOVERNMENTAL ENTITY") or any person acting on third party, including a party to any agreement with any of Margate, Holding Company or Merger Sub (so as not to trigger any Conflict), is required by or with respect to Margate, Holding Company or Merger Sub in connection with the execution and delivery of this Agreement or the consummation by any such holder’s behalfparty of the transactions contemplated hereby and thereby, except for (i) the right to require filing of the repurchaseCertificate of Merger with the Secretary of State of Delaware and the Secretary of State of Nevada, redemption or repayment of all or a portion of and (ii) such indebtedness by the Company or any of its Subsidiariesconsents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws.

Absence of Conflicts. The execution, delivery and performance by Buyer of this Agreement, the Indenture Agreement and the Notes other Transaction Documents to which Buyer is or will be a party do not, and the consummation of the transactions contemplated herein, 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 therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether subject to obtaining the consents, approvals, authorizations and permits and making the filings described in this Section 5.3 or as set forth on Buyer’s Disclosure Schedule 5.3, (a) violate, conflict with, or result in any breach of, any of the terms, conditions or provisions of Buyer’s organizational and governing documents, (b) violate any order, writ, judgment, injunction, decree, statute, Law, rule or regulation of any Governmental Entity applicable to Buyer or by which or to which any portion of Buyer’s properties or assets is bound or subject, (c) violate, conflict with, or result in any violation or breach of, or constitute a default (with or without the giving of due notice or passage lapse of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or give rise to any right of termination, cancellation or acceleration under, or a loss of any benefits by Buyer under any of the terms, conditions or provisions of any material agreement, or (d) result in the creation or imposition of any lien, charge or encumbrance Lien upon any properties or assets of Buyer, which would, in each case, materially adversely affect the Company ability of Buyer to timely consummate any of the transactions contemplated hereby. No consent, registration or declaration of, or filing with, any Governmental Entity or any Subsidiary pursuant toother person is required by Buyer in connection with the execution, delivery and performance by Buyer of this Agreement and the Agreements and Instruments (other Transaction Documents to which Buyer is a party or the consummation by Buyer of the transactions contemplated hereby or thereby, except for (i) such conflictsfilings in connection with any Transfer Taxes, breachesif any, defaults (ii) such other filings and consents as may be required under any environmental, health or Repayment Events safety Law or liensregulation pertaining to any notification, charges disclosure or encumbrances that required approval necessitated by the transactions contemplated by this Agreement and the other Transaction Documents to which Buyer is a party, (iii) the applicable requirements under the HSR Act or any other applicable Antitrust Laws, or (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings, notices or permits the failure of which to be obtained or made would not, singly or in not materially adversely affect the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in ability of Buyer to timely consummate any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence 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 Subsidiariestransactions contemplated hereby.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes Agreement and the consummation of the transactions contemplated herein, therein 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 therein under the caption “Use of Proceeds”” and any issuance of the Conversion Shares upon conversion of the Securities) and the compliance by the Company and the Operating Partnership with its their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of the chartercharter (including the Articles Supplementary), bylaws or similar organizational documents of the Company or any of its Subsidiariessubsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence 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 Subsidiariessubsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, any Terms Agreement, or the Indenture and the Notes Investment Management Agreement, and the consummation of the transactions contemplated herein, herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of (i) the charter, bylaws or similar organizational documents document of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, in the case of (ii) above, for any violation that would not reasonably be expected, singly or in the aggregate, 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 of its the Subsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, Agreement and the Indenture and the Notes and the consummation of the transactions contemplated herein, herein or therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein in the Prospectus under the caption “"Use of Proceeds”") and the compliance by the Company with its obligations hereunder and thereunder under the Indenture and the Securities have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties property or assets of the Company or any Subsidiary pursuant to, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its Subsidiaries is a 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 Instruments") (except for such conflicts, breaches, breaches or defaults or Repayment Events or that would not reasonably be expected to result in a Material Adverse Effect and except for such liens, charges or encumbrances that would not, singly or in are immaterial to the aggregate, result in Company and its Subsidiaries taken as a Material Adverse Effect or which have been waivedwhole), nor will such action result in any violation of the provisions of the charter, bylaws charter or similar organizational by-laws or other governing documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entitygovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations (except for such violations of any applicable law, statute, rule, regulation, judgment, order, writ or decree 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 '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 SubsidiariesSubsidiary.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes Agreement and the consummation of the transactions contemplated herein, therein 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 therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of (x) the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, (y) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations 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 of its Subsidiaries.

Absence of Conflicts. The execution, delivery and performance by such Seller of this Agreement, the Indenture Agreement and the Notes other Transaction Documents to which it is or will be a party do not, and the consummation of the transactions contemplated herein, 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 therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without subject to obtaining the giving of notice or passage of time or bothconsents, approvals, authorizations and permits and making the filings set forth on Company Disclosure Schedule 4.3(c), (a) if such Seller is an entity, violate, conflict with with, or constitute a result in any breach or default of, any of the terms, conditions or default provisions of such Seller’s organizational documents, (b) violate any Applicable Law or Repayment Event any Governmental Order applicable to such Seller or by which or to which any portion of such Seller’s properties or assets is bound or subject, (as defined belowc) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any properties or assets of such Seller, in each case that would materially adversely affect the ability of such Seller to timely consummate any of the transactions contemplated hereby, or (d) require the authorization, consent, notice, approval or other action by any Person. No Consent, registration or declaration of, or filing with, any Governmental Entity is required by such Seller in connection with the execution, delivery and performance by such Seller of this Agreement and the other Transaction Documents to which it is or will be a party or the consummation of the transactions contemplated hereby or thereby, except for (A) such filings in connection with any state or local Tax authority, if any, (B) such other filings and consents as may be required under any environmental, health or safety Law or regulation pertaining to any notification, disclosure or required approval necessitated by the transactions contemplated in this Agreement and the other Transaction Documents to which the Company is or any Subsidiary pursuant to, the Agreements will be a party and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalfC) the right to require applicable requirements under the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or HSR Act and any of its Subsidiariesother applicable Antitrust Laws.