Common use of Absence of Further Requirements Clause in Contracts

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made under the 1934 Act and the 1934 Act Regulations.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or and performance of the Indenture by the Company, except (A) such as have been already obtained or obtained, (B) such as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws laws, and except for (C) such as may be required by the 2005 Act, solely with respect to the filing of a Report of Securities Issued required to be made with the Federal Energy Regulatory Commission subsequent to the Closing Time (such 2005 Act filings to be made under by the 1934 Act and the 1934 Act RegulationsCompany).

Absence of Further Requirements. No filing All filings with, and authorizations, approvals, consents, licenses, orders, registrations, qualifications or authorization, approval, consent, license, order, registration, qualification or decree decrees of, any court or governmental authority or agency is that are necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance by the Company of the Indenture by the CompanyMortgage, have been obtained, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or under state securities laws and except for filings to be made under the 1934 Act laws, and the 1934 Act RegulationsCompany has complied with all terms and conditions contained in such authorizations, approvals, consents, licenses, orders, registrations, qualifications or decrees as have been obtained.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already made or obtained or will be made or obtained prior to Closing Time under the 1933 Act, the 1933 Act Regulations or the 1939 Act and except as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws in connection with the purchase and except for filings to be made under distribution of the 1934 Act and Securities by the 1934 Act RegulationsUnderwriters.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency having jurisdiction is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any domestic court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunderunder this Agreement, in connection with for the offering, issuance issuance, sale or sale delivery of the Securities hereunder hereunder, or for the consummation of any of the other transactions contemplated by this Agreement or for Agreement, in each case on the due execution, delivery or performance of the Indenture terms contemplated by the CompanyRegistration Statement, the General Disclosure Package or the Prospectus, except such as have been already obtained or as may be required under the 1933 Act or Act, the 1933 Act Regulations or state securities laws and except for filings to be made under Regulations, the 1934 Act and Act, the 1934 Act Regulations, the rules of the NYSE, state securities laws or the rules of FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Underwriting Agreement or for the due execution, delivery or performance of the Indenture by the Company, except (A) such as have already been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 1939 Act and the 1934 Act Regulations(B) such as have been obtained or may be required under Canadian Securities Law.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder hereunder, the issuance of shares of Common Stock upon conversion of Securities or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Company, except (A) such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 Act 1939 Act, and the 1934 Rules and Regulations thereunder (the “1939 Act Regulations”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunderunder this Agreement, the Warrant Agreement, the Escrow Agreement, the Warrant Subscription Agreements and the Trust Agreement, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for hereby and thereby (including the due execution, delivery or performance sale of the Indenture by the CompanyPrivate Placement Warrants), except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or under state securities laws and except for filings to be made under the 1934 Act and the 1934 Act Regulationslaws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or the Operating Partnership of its their respective obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or Agreement, except for the due executionfiling with, delivery or performance and acceptance for record by, the SDAT of the Indenture by the Company, except Articles Supplementary and such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities or blue sky laws and except for filings to or as may be made under the 1934 Act and the 1934 Act Regulationsrequired by Financial Industry Regulatory Authority (“FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity (as defined below) is necessary or required for the performance by the Company of its obligations hereunderhereunder or under the Indenture, or in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement hereunder or for the due execution, delivery or performance of the Indenture by the Companythereunder, except such as have been already obtained or as may be required made by the Company and are in full force and effect under the 1933 Act or Act, the 1933 Act Regulations or Rules and Regulations, the 1934 Act, state securities laws and except for filings to be made under or the 1934 Act and rules of the 1934 Act RegulationsFinancial Industry Regulatory Authority, Inc. (“FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or hereunder, the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or and performance of the Indenture by the Company, except (A) such as have been already obtained or obtained, (B) such as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws laws, and except for (C) such as may be required by the 2005 Act, solely with respect to the filing of a Report of Securities Issued required to be made with the Federal Energy Regulatory Commission subsequent to the Closing Time (such 2005 Act filings to be made under by the 1934 Act and the 1934 Act RegulationsCompany).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder under this Agreement or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws, the laws of a foreign jurisdiction or the by-laws and rules of the NASD and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or the Parent Guarantor of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the CompanyCompany or the Parent Guarantor, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act RegulationsTrust Indenture Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Operating Partnership or the Company of its their respective obligations hereunderhereunder or under the Indenture or the Securities, in connection with the offering, issuance or sale of the Securities hereunder or for the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the CompanyAgreement, except such as have been already obtained or as may be required under the 1933 Act or Act, the 1933 Act Regulations or state securities laws and except for filings to be made under Regulations, the 1934 Act and Act, the 1934 Act Regulations, state securities laws or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities Shares hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture Deposit Agreement by the Company, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made under the 1934 Act and the 1934 Act Regulations.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or the Trust of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or ------------------------------- authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder under this Agreement and the U.S. Purchase Agreement or the consummation of the transactions contemplated by this Agreement, the U.S. Purchase Agreement or for the due execution, delivery or performance of the Indenture by the CompanyManagement Agreement, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made under or the 1934 Act and regulations of the 1934 Act RegulationsNASD.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company and the Operating Partnership of its their respective obligations hereunder, in connection with the offering, issuance or sale (as applicable) of the Securities hereunder or the consummation by the Company or the Operating Partnership of the transactions contemplated by this Agreement or for Agreement, to the due execution, delivery or performance of the Indenture by the Companyextent a party thereto, except such as have been already obtained or as may be required under the 1933 Act or Act, the 1933 Act Regulations or state securities laws and except for filings to be made under Regulations, the 1934 Act and Act, the 1934 Act Regulations, the rules of the New York Stock Exchange, state securities laws or the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Company, except (i) such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made laws, (ii) the qualification of the Indenture under the 1934 1939 Act and the 1934 Act Regulationsor (iii) such as would not reasonably be expected to result in a Material Adverse Effect.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the CompanyProspectus, except (i) such as have been already obtained or as may be required under the 1933 Act or Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations or state securities laws and except for filings to be made (ii) such as have been obtained under the 1934 Act laws and regulations of jurisdictions outside the 1934 Act RegulationsUnited States in which the Reserved Securities are offered.

Absence of Further Requirements. No Except as described in the ------------------------------- Prospectus, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance (including each of the Indenture by transactions described in the CompanyProspectus under the caption "Certain Transactions"), except such as have been already obtained or or, as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made under the 1934 Act and the 1934 Act Regulationslaws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or hereunder, the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or and performance of the Indenture by the Company, except (A) such as have been already obtained or obtained, (B) such as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws laws, and except for (C) such as may be required by the Public Utility Holding Company Act of 1935, as amended (the “1935 Act”), solely with respect to filings required to be made with the Commission subsequent to the Closing Time (such 1935 Act filings to be made under by the 1934 Act and the 1934 Act RegulationsCompany).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or the Guarantor of its their obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the CompanyCompany and the Guarantor, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement the Transaction Documents or for the due execution, delivery or performance of the Indenture Transaction Documents by the Company, Company except (i) such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made laws, (ii) the qualification of the Indenture under the 1934 1939 Act or (iii) such as would not reasonably be expected to result in a material adverse effect on the ability of the Company to perform its obligations under and consummate the Acquisition Agreement and the 1934 Act Regulationstransactions contemplated by the Transaction Documents.

Absence of Further Requirements. No filing All filings with, and authorizations, approvals, consents, licenses, orders, registrations, qualifications or authorization, approval, consent, license, order, registration, qualification or decree decrees of, any court or governmental authority or agency is that are necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance by the Company of the Indenture by and the CompanyMortgage, have been obtained except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or under state securities laws and except for filings to be made under the 1934 Act and the 1934 Act Regulationslaws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement the Transaction Documents or for the due execution, delivery or performance of the Indenture Transaction Documents by the Company, Company except (i) such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made laws, (ii) the qualification of the Indenture under the 1934 1939 Act or (iii) such as would not reasonably be expected to result in a material adverse effect on the ability of the Company to perform its obligations under and consummate the 1934 Act Regulationstransactions contemplated by the Transaction Documents.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the CompanyAgreement, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made under the 1934 Act and the 1934 Act Regulations.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities or the Conversion Shares hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or (for purposes of clarity, the due execution, delivery or performance of transactions set forth in the Indenture Acquisition Agreement shall not be deemed transactions contemplated by the Companythis Agreement), except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made under the 1934 Act and the 1934 Act Regulationslaws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or hereunder, the issuance of shares of Underlying Common Stock upon conversion of the Securities, the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No material filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company and the Guarantors of its their obligations hereunder, in connection with the offering, issuance or sale of the Securities (and the Guarantees) hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the CompanyCompany and the Guarantors, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by Parent or the Company of its their respective obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement the Transaction Documents or for the due execution, delivery or performance of the Indenture Transaction Documents by Parent or the Company, as applicable, except (i) such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made laws, (ii) the qualification of the Indenture under the 1934 1939 Act or (iii) such as would not reasonably be expected to result in a material adverse effect on the ability of Parent or the Company to perform its obligations under and consummate the 1934 Act Regulationstransactions contemplated by the Transaction Documents.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or the Guarantors of its their respective obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the CompanyCompany and the Guarantors, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, the Investment Advisory Agreement or for the due execution, delivery or performance of the Indenture by the CompanyAdministration Agreement, except (A) such as have been already obtained under the 1933 Act, the 1933 Act Regulations or the 1940 Act, (B) such as may be required under the 1933 Act or Act, the 1933 Act Regulations or state securities laws and except for filings to be made (C) the filing of the Notification of Election under the 1934 Act and the 1934 Act Regulations1940 Act, which has been effected.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture or the Securities by the Company, except such as have been already obtained or will be made at or prior to the Closing Time or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No material filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder hereunder, the issuance of shares of Common Stock upon conversion of Securities or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or the Operating Partnership of its their respective obligations hereunderhereunder or under any Terms Agreement, in connection with the offering, issuance or sale of the Securities Shares hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Companyany Terms Agreement, except such as have been already obtained or as may be required under the 1933 Act or Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations or state securities laws and except for filings to be made under or the 1934 Act and rules of the 1934 Act RegulationsFinancial Industry Regulatory Authority (“FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Company or for the Company’s share repurchase program as described in the Prospectus, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or hereunder, the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or and performance of the Indenture by the Company, except (A) such as have been already obtained or obtained, (B) such as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws laws, and except for (C) such as may be required by the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), solely with respect to filings required to be made with the Commission subsequent to the Closing Time (such 1935 Act filings to be made under by the 1934 Act and the 1934 Act RegulationsCompany).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder under this Agreement and the U.S. Purchase Agreement or the consummation of the transactions contemplated by this Agreement or for and the due execution, delivery or performance of the Indenture by the CompanyU.S. Purchase Agreement, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made under the 1934 Act and or the 1934 Act RegulationsRegulations and foreign or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunderunder this Agreement, in connection with the offering, issuance or sale of the Offered Securities hereunder or the consummation of the transactions contemplated by under this Agreement Agreement, or for the due execution, delivery or performance of the any Indenture by the Company, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations or state securities laws and except for filings to be made under the 1934 Act and the 1934 Act Regulationslaws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or hereunder, the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or and performance of the Indenture by the Company, except (A) such as have been already obtained or obtained, (B) such as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws laws, and except for (C) such as may be required by the 1935 Act, solely with respect to filings required to be made with the Commission subsequent to the Closing Time (such 1935 Act filings to be made under by the 1934 Act and the 1934 Act RegulationsCompany).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder under this Agreement or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture and the Remarketing Related Agreements by the Company, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws, the laws of a foreign jurisdiction or the by-laws and rules of the NASD and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the CompanyAgreement, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), such 1935 Act filings to be made under by the 1934 Act and the 1934 Act RegulationsCompany.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or and sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for Agreement, except (i) the due execution, delivery or performance filing of the Indenture by Statement of Designation with the CompanyRegistrar of Corporations of the Republic of The Xxxxxxxx Islands, except and (ii) such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made under the 1934 Act and the 1934 Act Regulationslaws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities Shares hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Companyany Terms Agreement, except such as have been already obtained or as may be required by Nasdaq, the Financial Industry Regulatory Authority, Inc. (“FINRA”), or under the 1933 Act or Act, the 1933 Act Regulations Regulations, the 1934 Act, or applicable state securities laws and except for filings to be made under the 1934 Act and the 1934 Act Regulationslaws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company and the Operating Partnership of its their respective obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation by the Company or the Operating Partnership of the transactions contemplated by this Agreement or for Agreement, to the due execution, delivery or performance of the Indenture by the Companyextent a party thereto, except such as have been already obtained or as may be required under the 1933 Act or Act, the 1933 Act Regulations or state securities laws and except for filings to be made under Regulations, the 1934 Act and Act, the 1934 Act Regulations, the rules of the New York Stock Exchange, state securities laws or the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”).

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company Selling Shareholder of its obligations hereunderhereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the CompanyProspectus, except (i) such as may have previously been already made or obtained or as may be required under the 1933 Act or Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations or state securities laws and except for filings to be made (ii) such as have been obtained under the 1934 Act laws and regulations of jurisdictions outside the 1934 Act RegulationsUnited States in which the Reserved Securities are offered.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by each of the Company and the Guarantors of its their respective obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Government Entity is necessary or required for the performance by the Company or any of its subsidiaries of its obligations hereunderunder the Company Agreements, Indenture or the Notes, in connection with the offering, issuance or sale of the Securities hereunder Notes hereunder, as applicable, or the consummation of the transactions contemplated by this Agreement or for the due executionCompany Agreements, delivery or performance of the Indenture by or the CompanyNotes, except such as have been already obtained or as may be required under the 1933 Act or Act, the 1933 Act Regulations or Regulations, the 1940 Act, the 1939 Act, the rules of the New York Stock Exchange, state securities laws and except for filings to be made under or the 1934 Act and rules of the 1934 Act RegulationsFinancial Industry Regulatory Authority (“FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, hereunder and under the Indenture in connection with the offering, issuance or sale of the Securities hereunder Notes hereunder, or the consummation of the transactions contemplated by this Agreement Agreement, or for the due execution, delivery or performance of the Indenture by the CompanyCompany of this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made under the 1934 Act and or the 1934 Act RegulationsRegulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunderhereunder or under the Deposit Agreement, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for Agreement, including but not limited to the due execution, delivery or performance deposit of Ordinary Shares against the Indenture by the Companyissuance of ADSs, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings actions to be made taken subsequent to the Closing Time, as required under the 1934 Act and laws of the 1934 Act RegulationsFrench Republic.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company each Selling Shareholder of its obligations hereunderhereunder or in the Power of Attorney or the Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the CompanyAgreement, except (i) such as may have previously been already made or obtained or as may be required under the 1933 Act, the 1934 Act or the 1933 Act Regulations or state securities laws and except for filings to be made (ii) such as have been obtained under the 1934 Act laws and regulations of jurisdictions outside the 1934 Act RegulationsUnited States in which the Reserved Securities are offered.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or the Operating Partnership of its their respective obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or Agreement, except for the due execution, delivery or performance filing of the Indenture by the Company, Further Increase Articles Supplementary and except for such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws or the rules of the Financial Industry Regulatory Authority (“FINRA”) and except for filings to be made under the 1934 Act and approval of the 1934 Act Regulationslisting of the Securities on the NYSE.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder under this Agreement, the issuance of shares of Common Stock upon conversion of Securities or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or ------------------------------- authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the CompanyAgreement, except such as have been already obtained or as may be required under un- der the 1933 Act or the rules and regulations of the Commission thereunder (the "1933 Act Regulations Regulations") or state securities laws and -------------------- except for filings to be made qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or the Parent Guarantor of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the CompanyCompany or the Parent Guarantor, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company Adviser of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for and the due execution, delivery or performance of the Indenture by the CompanyInvestment Advisory Agreement, except (A) such as have been already obtained under the 1933 Act, the 1933 Act Regulations or the 1940 Act, (B) such as may be required under the 1933 Act or Act, the 1933 Act Regulations or state securities laws and except for filings to be made (C) the filing of the Notification of Election under the 1934 Act and the 1934 Act Regulations1940 Act, which has been effected.

Absence of Further Requirements. No filing ----------------------------------- with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or hereunder, the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or and performance of the Indenture by the Company, except (A) such as have been already obtained or obtained, (B) such as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws laws, and except for (C) such as may be required by the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), solely with respect to filings required to be made with the Commission subsequent to the Closing Time (such 1935 Act filings to be made under by the 1934 Act and the 1934 Act RegulationsCompany).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the CompanyAgreement, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for the Public Utility Holding Company Act of 1935, as amended (the "1935 ACT"), such 1935 Act filings to be made under by the 1934 Act and the 1934 Act RegulationsCompany.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the authorization, execution, delivery or performance by the Company of its obligations hereunderthis Agreement, in connection with for the offering, issuance or sale offering of the Securities hereunder as contemplated by this Agreement, or for the consummation of any of the other transactions contemplated by this Agreement or for Agreement, in each case on the due execution, delivery or performance of the Indenture terms contemplated by the CompanyRegistration Statement, the General Disclosure Package and the Prospectus, except such as have been already obtained or as may be required under the 1933 Act or Act, the 1933 Act Regulations or state securities laws and except for filings to be made under Regulations, the 1934 Act and the 1934 Act RegulationsRegulations and except that no representation is made as to such as may be required under state or foreign securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or Renasant Bank, as the case may be, of its obligations hereunderhereunder or under the Merger Agreement, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the CompanyMerger Agreement, except such as have been already obtained or as may be required under (a) the 1933 Act or the 1933 Act Regulations or Regulations, (b) state securities laws or (c) the rules and except for filings to be made under regulations of the 1934 Act and FRB, the 1934 Act RegulationsFDIC, the Mississippi Department or the TDFI.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder hereunder, the issuance of the Warrant Shares upon due exercise of the Warrants in accordance with their terms or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the CompanyAgreement, except such as have been already obtained or as may be required under the 1933 Act or Act, the 1933 Act Regulations or Regulations, state securities laws or the rules and except for filings to be made under regulations of the 1934 Act and the 1934 Act RegulationsFinancial Industry Regulatory Authority (“FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already made or obtained or will be made or obtained prior to Closing Time under the 1933 Act, the 1933 Act Regulations or the 1939 Act and except as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made under the 1934 Act and the 1934 Act Regulationslaws.

Absence of Further Requirements. No filing with, or ------------------------------- authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court court, insurance regulatory authority or other governmental authority or agency is necessary or required for the due execution, delivery and performance by the Company of its obligations hereunderhereunder and under the other Operative Documents, in connection with the offering, issuance or sale of the Securities hereunder or under any other Operative Document, or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the Companyany other Operative Document, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or ------------------------------- authorization, approval, consent, license, order, order registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company of its obligations hereunder, under this Underwriting Agreement or the Terms Agreement or in connection with the offeringtransactions contemplated under this Underwriting Agreement, issuance or sale of the Securities hereunder Terms Agreement or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the CompanyIndenture, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made under Regulations, the 1934 Act and or the 1934 Act Regulations, or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by each of the Company Issuers of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the CompanyAgreement, except such as have been already obtained or made or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the "1933 Act Regulations Regulations") or state securities laws and except for filings to be made the qualification of the Trust Agreement, the Indenture and the Guarantee under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or in the Concurrent Offerings or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for filings to be made the qualification of the Indenture under the 1934 Act and the 1934 Act Regulations1939 Act.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company Selling Shareholder of its obligations hereunderhereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Indenture by the CompanyProspectus, except (i) such as may have previously been already made or obtained or as may be required under the 1933 Act or Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations or state securities laws and except for filings to be made (ii) such as have been obtained under the 1934 Act laws and regulations of jurisdictions outside the 1934 Act RegulationsUnited States in which the Reserved Securities are offered .