Common use of Defaults and Conflicts Clause in Contracts

Defaults and Conflicts. The Company is not in violation of its charter or its bylaws and the execution and delivery of this Agreement, the issuance, sale and delivery of the Offered Shares, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Company will not violate the terms of or constitute a default under: (a) its charter or bylaws, each in effect as of the Amendment Date; (b) any indenture, mortgage, deed of trust, lease, or other material agreement to which the Company is a party or to which its properties are bound; (c) any law, rule or regulation applicable to the Company; or (d) any writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company except, in the cases of clauses (b), (c) and (d), for such violations or defaults that, individually or in the aggregate, would not result in a Material Adverse Effect. The Operating Partnership is not in violation of its certificate of limited partnership or its limited partnership agreement and the execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with its obligations and the other terms of this Agreement by the Operating Partnership does not, and will not conflict with or violate the terms of or constitute a default under, or result in a breach under: (a) its certificate of limited partnership or limited partnership agreement; or (b) any indenture, mortgage, deed of trust, lease, note or other material agreement or instrument to which the Operating Partnership is a party or to which its properties are bound; or (c) any law, rule or regulation applicable to the Operating Partnership; or (d) any writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Operating Partnership except, in the cases of clauses (b), (c) and (d), for such violations or defaults that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.”

Defaults and Conflicts. The Company is not in violation of its charter or its bylaws and the execution and delivery of this Agreement, the issuance, sale and delivery Neither Seller nor any of the Offered Shares, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Company will not violate the terms of or constitute a default under: (a) its charter or bylaws, each in effect as of the Amendment Date; (b) any indenture, mortgage, deed of trust, leaseSubject ---------------------- Entities is, or immediately prior to the Closing will be, in default under its articles or certificate of incorporation or by-laws (or comparable constituent instruments), or in default under any indenture or under any agreement or other material agreement instrument to which the Company it is a party or by which it or any of its properties is bound or to which its properties are bound; (c) any lawit is subject, rule or regulation applicable to the Company; or (d) any writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the which default would have a Company except, in the cases of clauses (b), (c) and (d), for such violations or defaults that, individually or in the aggregate, would not result in a Material Adverse Effect. The Operating Partnership is not in violation Subject to the receipt of its certificate of limited partnership or its limited partnership agreement all consents and approvals contemplated by this Agreement, neither the execution and delivery of this Agreement, the consummation of the transactions herein contemplated hereby or the fulfillment of and compliance with its obligations the terms and provisions hereof or thereof, will (i) violate any judicial, administrative or arbitral order, writ, award, judgment, injunction or decree involving Seller or any of the other terms of this Agreement by the Operating Partnership does notSubject Entities, and will not (ii) conflict with the terms, conditions or violate provisions of the terms certificate or articles of incorporation or constitute a default underby-laws (or comparable constituent instruments) of Seller or any of the Subject Entities, or (iii) conflict with, result in a breach under: (a) its certificate of, constitute a default under or accelerate or permit the acceleration of limited partnership or limited partnership agreement; or (b) the performance required by, any indenture, mortgage, deed of trust, lease, note agreement or other instrument that is material agreement or instrument to the business of any Subject Entity and to which Seller or any of the Operating Partnership Subject Entities is a party or to by which its properties are bound; or any of them is bound (c) any law, rule or regulation applicable to the Operating Partnership; or (d) any writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Operating Partnership except, in the cases of clauses (ba "Material Agreement"), (civ) and (d), for such violations or defaults that, individually or result in the aggregatecreation of any lien, charge or encumbrance upon any of the assets of any of the Subject Entities under any such Material Agreement, or (v) terminate or give any party thereto the right to terminate any Material Agreement, except for any such violation, conflict, breach, default, lien, charge, encumbrance, termination or other item which would not reasonably be expected to result in have a Company Material Adverse Effect. Except as disclosed in Section 2.07 of the Seller Schedule, no consent of any third party to any Material Agreement is required in connection with this Agreement and the transactions contemplated hereby.”

Defaults and Conflicts. The Company Except as set forth on Schedule 2(h), neither Holding Company, Savings Institution or any other Subsidiary is not or immediately prior to the Effective Time will be in violation conflict with or default under its Certificate of its charter Incorporation (or its bylaws and the execution and delivery of this Agreementsimilar organizational document) or Bylaws, the issuance, sale and delivery of the Offered Shares, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Company will not violate the terms of or constitute a in default under: (a) its charter under any indenture or bylaws, each in effect as of the Amendment Date; (b) under any indenture, mortgage, deed of trust, lease, material agreement or other material agreement instrument to which the Company it is a party or by which it or any of its properties is bound or to which its properties are bound; (c) any law, rule or regulation applicable it is subject. Subject to the Company; or (d) any writreceipt of all consents and approvals contemplated by this Agreement, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company except, in the cases of clauses (b), (c) and (d), for such violations or defaults that, individually or in the aggregate, would not result in a Material Adverse Effect. The Operating Partnership is not in violation of its certificate of limited partnership or its limited partnership agreement and neither the execution and delivery of this Agreement, the consummation of the transactions herein contemplated Transaction nor the fulfillment of and compliance with its obligations the terms and the provisions hereof, will (i) violate any judicial, administrative or arbitral order, writ, award, judgment, injunction or decree involving Holding Company, Savings Institution or any other terms of this Agreement by the Operating Partnership does notSubsidiary, and will not (ii) conflict with the terms, conditions or violate provisions of the terms charter or Bylaws of Holding Company, Savings Institution or constitute a default underany other Subsidiary, or (iii) conflict with, result in a breach under: (a) its certificate of, constitute a default under or accelerate or permit the acceleration of limited partnership the performance required by, any indenture or limited partnership agreement; or (b) any indenture, mortgage, deed of trust, lease, note agreement or other material agreement or instrument to which the Operating Partnership Holding Company, Savings Institution or any other Subsidiary is a party or to by which its properties are Holding Company, Savings Institution or any other Subsidiary is bound; , (iv) result in the creation of any lien, charge or encumbrance upon any of the assets of Holding Company, Savings Institution or any other Subsidiary under any such agreement or instrument, or (cv) terminate or give any lawparty thereto the right to terminate any such indenture, rule agreement or regulation applicable instrument, except with respect to the Operating Partnership; (iii) or (div) any writabove, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Operating Partnership except, in the cases of clauses (b), (c) and (d), for such violations or defaults that, as individually or in the aggregate, would aggregate could not reasonably be expected to result in have a Material Adverse EffectEffect on the Holding Company and its Subsidiaries, taken as a whole, and which could not reasonably be expected to jeopardize or delay consummation of the Transaction. Except as disclosed in Schedule 2(h) hereto, no consent of any third party to any indenture or any material agreement or other material instrument to which Holding Company, Savings Institution or any other Subsidiary is a party is required in connection with the Transaction. Holding Company agrees that prior to the Effective Time it will use its best efforts to obtain all required consents to the Transaction of parties to any such indenture, agreement, or other instrument that is material to the business of Holding Company and its Subsidiaries taken as a whole.”

Defaults and Conflicts. The Neither the Company nor any of its subsidiaries is not in violation of its charter or its bylaws and or in default in the execution and delivery performance or observance of this Agreementany obligation, the issuanceagreement, sale and delivery of the Offered Sharescovenant or condition contained in any contract, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Company will not violate the terms of or constitute a default under: (a) its charter or bylaws, each in effect as of the Amendment Date; (b) any indenture, mortgage, deed of trust, leaseloan or credit agreement, note, lease or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which any of them may be bound, or to which any of the property or assets of the Company or any of its properties are boundsubsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (cincluding the sale of the Securities) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or Repayment Events or liens, charges or encumbrances that, singly or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter or bylaws of the Company or any of its subsidiaries or any applicable law, rule or regulation applicable to the Company; or (d) any writstatute, injunction rule, regulation, judgment, order, writ or decree of any government, governmental government instrumentality or court, domestic or foreign, having jurisdiction over the Company except, in the cases of clauses (b), (c) and (d), for such violations or defaults that, individually or in the aggregate, would not result in a Material Adverse Effect. The Operating Partnership is not in violation any of its certificate subsidiaries or any of limited partnership their assets, properties or its limited partnership agreement and operations. As used herein, a “Repayment Event” means any event or condition which gives the execution and delivery holder of this Agreementany note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the consummation right to require the repurchase, redemption or repayment of the transactions herein contemplated and compliance with its obligations and the other terms all or a portion of this Agreement such indebtedness by the Operating Partnership does not, and will not conflict with Company or violate the terms any of or constitute a default under, or result in a breach under: (a) its certificate of limited partnership or limited partnership agreement; or (b) any indenture, mortgage, deed of trust, lease, note or other material agreement or instrument to which the Operating Partnership is a party or to which its properties are bound; or (c) any law, rule or regulation applicable to the Operating Partnership; or (d) any writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Operating Partnership except, in the cases of clauses (b), (c) and (d), for such violations or defaults that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectsubsidiaries.”

Defaults and Conflicts. The Neither the Company nor the Subsidiary is not in violation of its charter or its bylaws and or in default in the execution and delivery performance or observance of this Agreementany obligation, the issuanceagreement, sale and delivery of the Offered Sharescovenant or condition contained in any contract, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Company will not violate the terms of or constitute a default under: (a) its charter or bylaws, each in effect as of the Amendment Date; (b) any indenture, mortgage, deed of trust, leaseloan or credit agreement, note, lease or other material agreement or instrument to which the Company or the Subsidiary is a party or by which any of them may be bound, or to which any of the property or assets of the Company or the Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of the Operative Documents by the Company and the issuance of the Notes and Conversion Shares and the consummation of the transactions contemplated herein and in the Disclosure Package and the Final Offering Memorandum (including the issuance and sale of the Notes and the use of the proceeds from the sale of the Notes as described in the Disclosure Package and the Final Offering Memorandum under the caption “Use of Proceeds”) and compliance by the Company with its properties are bound; obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (cas defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or the Subsidiary pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or Repayment Events or liens, charges or encumbrances that, singly or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter or bylaws of the Company or the Subsidiary or any applicable law, rule or regulation applicable to the Company; or (d) any writstatute, injunction rule, regulation, judgment, order, writ or decree of any government, governmental government instrumentality or court, domestic or foreign, having jurisdiction over the Company exceptor the Subsidiary or any of their assets, in properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the cases holder of clauses any note, debenture or other evidence of indebtedness (b)or any person acting on such holder’s behalf) the right to require the repurchase, (c) and (d), for redemption or repayment of all or a portion of such violations or defaults that, individually or in the aggregate, would not result in a Material Adverse Effect. The Operating Partnership is not in violation of its certificate of limited partnership or its limited partnership agreement and the execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with its obligations and the other terms of this Agreement indebtedness by the Operating Partnership does not, and will not conflict with Company or violate the terms of or constitute a default under, or result in a breach under: (a) its certificate of limited partnership or limited partnership agreement; or (b) any indenture, mortgage, deed of trust, lease, note or other material agreement or instrument to which the Operating Partnership is a party or to which its properties are bound; or (c) any law, rule or regulation applicable to the Operating Partnership; or (d) any writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Operating Partnership except, in the cases of clauses (b), (c) and (d), for such violations or defaults that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectSubsidiary.”

Defaults and Conflicts. The Neither the Company nor any of its subsidiaries is not in violation of its charter or its bylaws and or in default in the execution and delivery performance or observance of this Agreementany obligation, the issuanceagreement, sale and delivery of the Offered Sharescovenant or condition contained in any contract, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Company will not violate the terms of or constitute a default under: (a) its charter or bylaws, each in effect as of the Amendment Date; (b) any indenture, mortgage, deed of trust, leaseloan or credit agreement, note, lease or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which any of them may be bound, or to which any of the property or assets of the Company or any of its properties are boundsubsidiaries is subject (collectively, ”Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of the Operative Documents by the Company and the issuance of the Notes and Conversion Shares and the consummation of the transactions contemplated herein and in the Disclosure Package and the Final Offering Memorandum (cincluding the issuance and sale of the Notes and the use of the proceeds from the sale of the Notes as described in the Disclosure Package and the Final Offering Memorandum under the caption ”Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or Repayment Events or liens, charges or encumbrances that, singly or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter or bylaws of the Company or any of its subsidiaries or any applicable law, rule or regulation applicable to the Company; or (d) any writstatute, injunction rule, regulation, judgment, order, writ or decree of any government, governmental government instrumentality or court, domestic or foreign, having jurisdiction over the Company except, in the cases of clauses (b), (c) and (d), for such violations or defaults that, individually or in the aggregate, would not result in a Material Adverse Effect. The Operating Partnership is not in violation any of its certificate subsidiaries or any of limited partnership their assets, properties or its limited partnership agreement and operations. As used herein, a ”Repayment Event” means any event or condition which gives the execution and delivery holder of this Agreementany note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the consummation right to require the repurchase, redemption or repayment of the transactions herein contemplated and compliance with its obligations and the other terms all or a portion of this Agreement such indebtedness by the Operating Partnership does not, and will not conflict with Company or violate the terms any of or constitute a default under, or result in a breach under: (a) its certificate of limited partnership or limited partnership agreement; or (b) any indenture, mortgage, deed of trust, lease, note or other material agreement or instrument to which the Operating Partnership is a party or to which its properties are bound; or (c) any law, rule or regulation applicable to the Operating Partnership; or (d) any writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Operating Partnership except, in the cases of clauses (b), (c) and (d), for such violations or defaults that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectsubsidiaries.”

Defaults and Conflicts. The Company is not in violation issuance and sale of its charter or its bylaws the Securities, the execution, delivery and the execution and delivery performance of this Agreement, the issuance, sale Agreement and delivery of the Offered Shares, the consummation of the transactions contemplated herein contemplated and compliance with 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”) do not and will not result in a breach or violation of, constitute a change of control or other event giving rise to any right of acceleration or termination or other right under, constitute a Debt Repayment Triggering Event (as described below) under, or result in the imposition of any Lien upon any property or assets of the Company or any of its subsidiaries pursuant to (A) the articles of association, charter, by-laws or other constituting documents of the Company or any of its subsidiaries; (B) the terms of this Agreement by the Company will not violate the terms of or constitute a default under: (a) its charter or bylawsany concession agreement, each in effect as of the Amendment Date; (b) any indenture, contract, lease, mortgage, deed of trust, leasenote agreement, loan agreement or other material agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its properties are boundor their property is subject; or (cC) any statute, law, rule rule, regulation, judgment, license, permit, order or regulation decree applicable to the Company; Company or (d) any writ, injunction or decree of its subsidiaries of any governmentcourt, regulatory body, administrative agency, governmental instrumentality body, arbitrator or court, domestic or foreign, other authority having jurisdiction over the Company exceptor any of its subsidiaries or any of its or their properties, except in the cases case of clauses (b), B) or (cC) and (d), for such violations breaches, violations, Liens, charges or defaults thatencumbrances that would not, individually or in the aggregate, would not result in reasonably be expected to have a Material Adverse Effect. The Operating Partnership ; and no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is not in violation required for the issuance and sale of its certificate of limited partnership or its limited partnership agreement and the Securities, the execution and delivery of this Agreement, Agreement and the consummation by the Company of the transactions herein contemplated and compliance with its obligations and the other terms of by this Agreement by the Operating Partnership does notexcept such consents, and will not conflict with approvals, authorizations, registrations or violate the terms of or constitute a default under, or result in a breach under: qualifications as (a) its certificate of limited partnership or limited partnership agreementmay have already been obtained; or and (b) may be required under applicable securities laws in connection with the purchase and resale of the Securities by the Underwriters. A “Debt Repayment Triggering Event” means any indentureevent or condition which gives, mortgageor with the giving of notice or lapse of time would give, deed the holder of trustany note, leasedebenture, note or other material agreement evidence of indebtedness (or instrument any person acting on such holder’s behalf) the right to which require the Operating Partnership is repurchase, redemption or repayment of all or a party portion of such indebtedness by the Company or to which any of its properties are bound; or (c) any law, rule or regulation applicable to the Operating Partnership; or (d) any writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Operating Partnership except, in the cases of clauses (b), (c) and (d), for such violations or defaults that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectsubsidiaries.”