Common use of Absence of Defaults and Conflicts Resulting from Transaction Clause in Contracts

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and performance by the Company of the Seventh Amended and Restated Management Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery of the Securities by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereunder and thereunder will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiaries, (B) conflict with, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or its subsidiaries, except in the case of clauses (B) and (C) for such violations, conflicts, breaches or Defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance sale of the Offered Securities to be sold by the Company of this Agreement and performance by the Company of the Seventh Amended and Restated Management Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”) (the “Management Agreement”) Selling Securityholders and the issuance, sale and delivery of the Securities by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with all of the terms provisions of this Agreement and provisions hereunder and thereunder the consummation of the transactions herein contemplated will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiaries, (B) conflict with, or result in a breach or violation of any breach of the terms or provisions of, or constitute a default under (nor constitute under, any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or any of its subsidiaries, except in subsidiaries is bound or to which any of the case of clauses (B) and (C) for such violations, conflicts, breaches or Defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset assets of the Company or any of its subsidiaries.subsidiaries is subject, except for such conflicts, breaches or defaults that, singly, or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the Certificate of Incorporation or Bylaws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Securities or the consummation by the Company of the transactions contemplated by this Agreement, except the registration under the Act of the Offered Securities and such consents, approvals, authorizations, registrations or qualifications (i) as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriter or (ii) as shall already have been obtained or made prior to the First Closing Date;

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by of this Agreement, and the issuance and sale of the Offered Securities will not result in a breach or violation of any of the terms or provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of this Agreement and performance by the Company of the Seventh Amended and Restated Management Agreementits subsidiaries pursuant to, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery of the Securities by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereunder and thereunder will not (A) violate or conflict with any provision of the Organizational Documents of the Company or any of its subsidiaries, (B) conflict withany statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”C) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or any of its subsidiariessubsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except in the case cases of clauses (B) and (C) only, for such defaults, violations, conflictsliens, breaches charges or Defaults which encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and as would not materially adversely affect the Company’s ability to perform its obligations hereunder; a “Debt Repayment Triggering Event” means any event or result in condition that gives, or with the creation giving of notice or imposition lapse of time would give, the holder of any material liennote, chargedebenture, claim or encumbrance upon other evidence of indebtedness (or any property person acting on such holder’s behalf) the right to require the repurchase, redemption or asset repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by of the Note Documents to which the Company of this Agreement and performance by the Company of the Seventh Amended and Restated Management Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery of the Securities by the Company and the consummation by the Company of the transactions contemplated hereby and therebyis a party, and compliance by the Company with the terms and provisions hereunder hereof and thereunder thereof, will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiariesviolate, (B) conflict with, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or constitute a default under(or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (“Default”a) the charter or by-laws of the Company (other than any violation of or conflict with any such charter or by-laws that would not, individually or in the aggregate with all such other violations or conflicts, be reasonably likely to materially and adversely affect the ability of the Company to perform its obligations under the Note Documents to which it is a party), (b) any provision order, law, treaty, rule, regulation, judgment or determination applicable to the Company of any contractcourt, licensegovernmental agency or body (including, without limitation, any insurance regulatory agency or body) or arbitrator having jurisdiction over the Company (other than any violation of or conflict with any such order, law, treaty, rule, regulation, judgment or determination that would not, individually or in the aggregate with all such other violations or conflicts, be reasonably likely to materially and adversely affect the ability of the Company to perform its obligations under the Note Documents to which it is a party) or (c) the terms of any bond, debenture, note, other evidence of indebtedness, agreement, indenture, mortgage, deed of trust, bank loan or credit agreement lease or other agreement or instrument to which the Company or its subsidiaries is a party or by which it or its respective properties may be is bound or are by which any of its properties is subject, or (C) violate result in the creation or conflict with imposition of any federallien, state, local charge or foreign law, regulation or rule or encumbrance upon any decree, judgment, permit or order applicable of the assets of the Company pursuant to the Company terms of any such bond, debenture, note, other evidence of indebtedness, agreement, indenture, lease or its subsidiariesother instrument (other than any conflict, except in the case of clauses (B) and (C) for such violationsbreach or default or lien, conflicts, breaches charge or Defaults which encumbrance that would not, individually or in the aggregate, be reasonably be expected likely to have a Company Material Adverse Effect or result in materially and adversely affect the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of performance by the Company or any of its subsidiariesobligations under the Note Documents to which it is a party.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by of the Note Documents to which the Company is a party, including the issuance of this Agreement and performance by the Company of the Seventh Amended and Restated Management Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery of the Securities by the Company and the consummation by the Company of the transactions Notes contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereunder hereof and thereunder thereof, will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiariesviolate, (B) conflict with, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or constitute a default under(or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (“Default”a) the charter, articles, limited liability company agreement, by-laws or comparable constituting documents of the Company (other than any violation of or conflict with any such charter, articles, limited liability company agreement, by-laws or comparable constituting documents that would not, individually or in the aggregate with all such other violations or conflicts, be reasonably likely to materially and adversely affect the ability of the Company to perform its obligations under the Note Documents), (b) any provision order, law, treaty, rule, regulation, judgment or determination applicable to the Company of any contractcourt, licensegovernmental agency or body (including, without limitation, any insurance regulatory agency or body) or arbitrator having jurisdiction over the Company (other than any violation of or conflict with any such order, law, treaty, rule, regulation, judgment or determination that would not, individually or in the aggregate with all such other violations or conflicts, be reasonably likely to materially and adversely affect the ability of the Company to perform its obligations under the Note Documents to which it is a party) or (c) the terms of any bond, debenture, note, other evidence of indebtedness, agreement, indenture, mortgage, deed of trust, bank loan or credit agreement lease or other agreement or instrument to which the Company or its subsidiaries is a party or by which it or its respective properties may be is bound or are by which any of its properties is subject, or (C) violate result in the creation or conflict with imposition of any federallien, state, local charge or foreign law, regulation or rule or encumbrance upon any decree, judgment, permit or order applicable of the assets of the Company pursuant to the Company terms of any such bond, debenture, note, other evidence of indebtedness, agreement, indenture, lease or its subsidiariesother instrument (other than any conflict, except in the case of clauses (B) and (C) for such violationsbreach or default or lien, conflicts, breaches charge or Defaults which encumbrance that would not, individually or in the aggregate, be reasonably be expected likely to have a Company Material Adverse Effect or result in adversely affect the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of performance by the Company or any of its subsidiariesobligations under the Note Documents to which it is a party.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and performance by the Company of the Seventh Amended and Restated Management Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery of the Securities by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereunder and thereunder will not (A) violate or conflict with any provision of the Organizational Documents None of the Company or its subsidiaries, subsidiaries is (B1) conflict within violation of its charter or by-laws, or result (2) in any breach default (or, with the giving of notice or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default underbe in default) (“Default”) under any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement agreement, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries subsidiaries, is a party or by which it or its respective properties any of them may be bound or are subject, to which any of the property or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to assets of the Company or any of its subsidiariessubsidiaries is subject (each, except an “Existing Instrument”), except, in the case of clauses clause (B2) and (C) above, for such violations, conflicts, breaches or Defaults which as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect. Each of the Applicable Actions (as defined below) (1) has been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws, of the Company, or any of its subsidiaries, (2) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any material lien, charge, claim charge or encumbrance upon any property or asset assets of the Company or any of its subsidiariessubsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, have a Material Adverse Effect, (3) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries except as would not, individually or in the aggregate, have a Material Adverse Effect and (4) will not require any prior consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, except (x) such as have been obtained or made and are in full force and effect under (A) the Securities Act, (B) the rules and regulations of the FCC or (C) applicable state securities or blue sky laws or (y) except for filings that are required to be made with the FCC following consummation of the Offering solely for informational purposes pursuant to FCC rules and regulations.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement Agreement, and performance by the Company issuance and sale of the Seventh Amended and Restated Management Agreement, effective as Offered Securities will not result in a breach or violation of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery any of the Securities by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereunder and thereunder will not of, or constitute a default or a Debt Repayment Triggering Event (Aas defined below) violate under, or conflict with result in the imposition of any provision of the Organizational Documents lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws of the Company or the charter, by-laws or other organizational documents, as the case may be, of any of its subsidiaries, (Bii) conflict withany statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”iii) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or any of its subsidiariessubsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except except, in the case of clauses (Bii) and (Ciii) above, for any such violationsbreach, conflictsviolation, breaches default, lien, charge or Defaults which encumbrance that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect; a “Debt Repayment Triggering Event” means any event or result in condition that gives, or with the creation giving of notice or imposition lapse of time would give, the holder of any material liennote, chargedebenture, claim or encumbrance upon other evidence of indebtedness (or any property person acting on such holder's behalf) the right to require the repurchase, redemption or asset repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and the Certificate of Designations and performance by the Company of the Seventh Amended and Restated Management Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC Company and Xxxxxxxxx Financial Management Management, LLC (the “Manager”) (the “Management Agreement”) ), and the issuance, sale and delivery of the Offered Securities and the Conversion Securities, if any, by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereunder and thereunder will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiaries, (B) conflict with, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or its subsidiaries, except in the case of clauses (B) and (C) for such violations, conflicts, breaches or Defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and performance by the Company of the Seventh Amended and Restated Management Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC Company and Xxxxxxxxx Financial Management Management, LLC (the “Manager”) (the “Management Agreement”) ), and the issuance, sale and delivery of the Offered Securities by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereunder and thereunder will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiaries, (B) conflict with, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or its subsidiaries, except in the case of clauses (B) and (C) for such violations, conflicts, breaches or Defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and performance by the Company Indenture, the issuance and sale of the Seventh Amended and Restated Management AgreementOffered Securities being delivered on the date hereof, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery of the Securities by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with the terms of, and provisions hereunder the consummation of the transactions contemplated by, this Agreement, the Indenture and thereunder the Offered Securities will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiaries, (Bi) conflict with, or result in a breach or violation of, any breach of the terms or provisions of, or constitute a default under (nor constitute any event which with notice, lapse of timeunder, or both would constitute a breach of, result in the creation or default under) (“Default”) any provision imposition of any contractlien, licensecharge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, any indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument listed as an exhibit in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 or in any report subsequently filed by the Company pursuant to which Section 13(a) or Section 15(d) of the Exchange Act, (ii) result in any violation of the provisions of the charter, or by-laws or similar organizational documents of the Company or its subsidiaries is a party or by which it or its respective properties may be bound or are subject, any of the Subsidiaries or (Ciii) violate result in the violation of any law or conflict with any federal, state, local or foreign law, regulation or rule statute or any decree, judgment, permit order or order applicable regulation of any court or arbitrator or governmental or regulatory authority of the District of Columbia or the United States of America (other than the blue sky laws of the various states as to the Company or its subsidiarieswhich we express no opinion) except, except in the case of clauses (Bi) and (Ciii) above, for such violations, conflicts, breaches breaches, violations or Defaults which defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of the Company or any of its subsidiaries.Effect;

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement or the Share Purchase Agreement and performance by the Company of the Seventh Amended and Restated Management Agreement, effective dated August 17, 2007, as of March 13amended and restated July 1, 20182009, between the Company, Xxxxxxxxx Financial Operating Partnership LLC Company and Xxxxxxxxx Financial Management Management, LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery of the Offered Securities and the Manager Shares by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereunder and thereunder will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiaries, (B) conflict with, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or its subsidiaries, except in the case of clauses (B) and (C) for such violations, conflicts, breaches or Defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of the Company or any of its subsidiaries.;

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance compliance by the Company of with this Agreement and performance the agreement, dated February 14, 2011, between the Company and the Selling Stockholder, respecting the purchase of 500,000 Securities by the Company of from the Seventh Amended and Restated Management Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC Selling Stockholder (the “Manager”) (the “Management Company Purchase Agreement”) and the issuance, sale and delivery of the Securities by the Company and the consummation by the Company of the transactions herein and therein contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereunder and thereunder will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiaries, (B) conflict with, or result in a breach or violation of any breach of the terms or provisions of, or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”i) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or any of its subsidiaries, except in subsidiaries is bound or to which any of the case of clauses (B) and (C) for such violations, conflicts, breaches or Defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset assets of the Company or any of its subsidiariessubsidiaries is subject, (ii) the Certificate of Incorporation or By-laws of the Company or (iii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except, with respect to clauses (i) and (iii), as would not have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement and the Company Purchase Agreement except such as have been obtained under the Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance sale of the Offered Securities to be sold by the Company of this Agreement and performance by the Company of the Seventh Amended and Restated Management Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”) (the “Management Agreement”) Selling Securityholders and the issuance, sale and delivery of the Securities by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with all of the terms provisions of this Agreement and provisions hereunder and thereunder the consummation of the transactions herein contemplated will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiaries, (B) conflict with, or result in a breach or violation of any breach of the terms or provisions of, or constitute a default under (nor constitute under, any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or any of its subsidiaries, except in subsidiaries is bound or to which any of the case of clauses (B) and (C) for such violations, conflicts, breaches or Defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset assets of the Company or any of its subsidiaries.subsidiaries is subject, except for such conflicts, breaches or defaults that, singly, or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By laws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Securities or the consummation by the Company of the transactions contemplated by this Agreement, except the registration under the Act of the Offered Securities and such consents, approvals, authorizations, registrations or qualifications (i) as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriters or (ii) as shall already have been obtained or made prior to the First Closing Date;

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery sale of the Securities and performance the compliance by each of the Company and the Guarantors with all of the provisions of this Agreement and performance by the Company of the Seventh Amended and Restated Management Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery of the Securities by the Company and the consummation by the Company of the transactions herein contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereunder and thereunder will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiaries, (B) conflict with, or result in a breach or violation of any breach of the terms or provisions of, or constitute a default under (nor constitute under, any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company Parent Guarantor or any of its subsidiaries is a party or by which it the Parent Guarantor or any of its respective properties may be subsidiaries is bound or are to which any of the property or assets of the Parent Guarantor or any of its subsidiaries is subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or its subsidiaries, except in the case of clauses (B) and (C) for such violations, conflicts, breaches or Defaults which would notdefaults that, individually singly, or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect or Effect, nor will such action result in any violation of the creation provisions of the Certificate of Incorporation or imposition of any material lien, charge, claim or encumbrance upon any property or asset Bylaws of the Company or any Guarantor or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Parent Guarantor or any of its subsidiaries.subsidiaries or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company and the Guarantors of the transactions contemplated by this Agreement, except the registration under the Act of the Securities and such consents, approvals, authorizations, registrations or qualifications (i) as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters or (ii) as shall already have been obtained or made prior to the Closing Date;

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery issue and performance by the Company of this Agreement and performance by the Company sale of the Seventh Amended and Restated Management Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”) (the “Management Agreement”) Offered Securities and the issuance, sale and delivery of the Securities by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with all of the terms provisions of the Offered Securities, the Indenture and provisions hereunder this Agreement and thereunder the consummation of the transactions herein and therein contemplated will not (Ai) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiaries, (B) conflict with, or result in a breach or violation of any breach of the terms or provisions of, or constitute a default under (nor constitute under, any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or any of its subsidiariessubsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except (ii) result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or (iii) result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except, in the case of clauses (Bi) and (Ciii) only, for such violations, conflicts, breaches breaches, violations or Defaults which defaults as would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect Effect; and no consent, approval, authorization, order, registration or result in qualification of or with any such court or governmental agency or body is required for the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset issue and sale of the Offered Securities or the consummation by the Company of the transactions contemplated by this Agreement or any the Indenture, except such as have been obtained or made by the Company under the Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the state securities or Blue Sky laws in connection with the purchase and distribution of its subsidiariesthe Offered Securities by the Underwriters.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and performance by the Company of the Seventh Second Amended and Restated Management Agreement, effective as of dated March 13, 20182014, between the Company, Xxxxxxxxx Financial Operating Partnership LLC Company and Xxxxxxxxx Financial Residential Mortgage Management LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery of the Offered Securities by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereunder and thereunder will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiaries, (B) conflict with, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or its subsidiaries, except in the case of clauses (B) and (C) for such violations, conflicts, breaches or Defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The Except as disclosed in the General Disclosure Package and the Final Prospectus, the execution, delivery and performance by the Company of this Agreement and performance by the Company of the Seventh Amended and Restated Management Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery of the Securities by the Company Deposit Agreement and the consummation by the Company of the transactions contemplated hereby herein and therebytherein, and compliance by the Company issuance and sale of the Offered Securities, including the deposit of the Ordinary Shares with the Depositary and the issuance of the ADRs evidencing the ADSs and the listing of the Offered Securities on the NASDAQ Global Market, do not and will not result in a breach or violation of any of the terms and provisions hereunder and thereunder will not of, or constitute a default or a Debt Repayment Triggering Event (Aas defined below) violate under, or conflict with result in the imposition of any provision of the Organizational Documents lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to (i) the charter or by-laws of the Company or any of its subsidiaries, (Bii) conflict withany statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”iii) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or any of its subsidiaries, subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject except in the case cases of clauses (Bii) and (Ciii) for such violationsviolation, conflictsbreach or default, breaches or Defaults which would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect Effect; a “Debt Repayment Triggering Event” means any event or result in condition that gives, or with the creation giving of notice or imposition lapse of time would give, the holder of any material liennote, chargedebenture, claim or encumbrance upon other evidence of indebtedness (or any property person acting on such holder’s behalf) the right to require the repurchase, redemption or asset repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and performance by the Company of the Seventh Fourth Amended and Restated Management Agreement, effective as of March 13dated November 3, 20182015, between the Company, Xxxxxxxxx Financial Operating Partnership LLC Company and Xxxxxxxxx Financial Residential Mortgage Management LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery of the Offered Securities by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereunder and thereunder will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiaries, (B) conflict with, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or its subsidiaries, except in the case of clauses (B) and (C) for such violations, conflicts, breaches or Defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement Agreement, and performance by the Company issuance and sale of the Seventh Amended and Restated Management Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”) (the “Management Agreement”) Offered Securities and the issuance, sale and delivery listing of the Offered Securities by on the Company and the consummation by the Company Nasdaq Stock Market, will not result in a breach or violation of the transactions contemplated hereby and thereby, and compliance by the Company with any of the terms and provisions hereunder and thereunder will not of, or constitute a default or a Debt Repayment Triggering Event (Aas defined below) violate under, or conflict with result in the imposition of any provision of the Organizational Documents lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws of the Company or any of its subsidiaries, (Bii) conflict withany statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”iii) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or any of its subsidiariessubsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except in the case of with respect to clauses (Bii) and (Ciii) for above where such violationsbreach, conflicts, breaches violation or Defaults which default would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect or result in would not have a Material Adverse Effect on the creation consummation of the transactions contemplated by this Agreement; a “Debt Repayment Triggering Event” means any event or imposition condition that gives, or with the giving of notice or lapse of time would give, the holder of any material liennote, chargedebenture, claim or encumbrance upon other evidence of indebtedness (or any property person acting on such holder’s behalf) the right to require the repurchase, redemption or asset repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by of the Company of Indenture, the Offered Securities, the Registration Rights Agreement and this Agreement and performance by the Company of the Seventh Amended and Restated Management Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery of the Securities by the Company and the consummation Guarantors, the issuance and sale of the Offered Securities and the Guarantees by the Company of and the transactions contemplated hereby and thereby, Guarantors and compliance by the Company with the terms and provisions hereunder hereof and thereunder thereof, and the application of the proceeds from the sale of the Offered Securities by the Company as described under “Use of Proceeds” in the General Disclosure Package and the Final Offering Circular will not (Ai) violate or conflict with or result in a breach or violation of any provision of the Organizational Documents terms or provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiariessubsidiaries pursuant to, (B) conflict with, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement agreement, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or any of its subsidiaries is bound or to which any of the properties or assets of the Company or any of its subsidiaries is subject (other than the guarantee of the Company’s 23/8% Contingent Convertible Senior Notes due 2025 by certain of the Company’s subsidiaries, which guarantee shall be effected at or prior to the Closing Date); (ii) result in any violation of the provisions of the charter or by-laws (or similar organizational documents) of the Company or any of its subsidiaries; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets, except in the case of clauses (Bi) and (Ciii) above for such violations, conflicts, breaches breaches, defaults, violations or Defaults which liens that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of the Company or any of its subsidiariesEffect.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and performance by the Company of the Seventh Amended and Restated Management Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale execution and delivery of the Indenture and this Agreement by the Company and the Guarantors, the issuance and sale of the Offered Securities by the Company and the consummation Guarantors, the issuance of the Underlying Shares by the Company upon conversion of the transactions contemplated hereby and thereby, Offered Securities and compliance by the Company and the Guarantors, as applicable, with the terms and provisions hereunder and thereunder thereof on such Closing Date will not (A) violate result in a breach or conflict with violation of any provision of the Organizational Documents terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiariesthe Delaware Guarantors pursuant to (i) the charter or by-laws or similar constitutive document of the Company or the Delaware Guarantors, (Bii) conflict withthe Delaware General Corporation Law, the Delaware Limited Liability Company Act and those laws and regulations of the State of New York and the federal laws, rules and regulations of the United States of America, in each case that, in the experience of such counsel, are normally applicable to transactions contemplated by this Agreement and the Indenture (provided, however, that such counsel need express no opinion with respect to compliance with any state securities or other federal or state anti-fraud statutes, rules or regulations or other securities laws or the rules and regulations of FINRA), or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”iii) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company that is filed or its subsidiaries is a party or incorporated by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable reference as an exhibit to the Company or its subsidiariesRegistration Statement except, except in the case of clauses (Bii) and (C) for iii), where any such violationsbreach, conflicts, breaches violation or Defaults which default would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in materially adversely affect the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset consummation of the Company or any of its subsidiaries.transactions contemplated hereby;

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and performance by the Company of the Seventh Fifth Amended and Restated Management Agreement, effective as of dated March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC Company and Xxxxxxxxx Financial Residential Mortgage Management LLC (the “Manager”) (the “Management Agreement”) and the issuanceissuance of the Newly Issued Securities by the Company, and the sale and delivery of the Offered Securities by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereunder and thereunder will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiaries, (B) conflict with, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or its subsidiaries, except in the case of clauses (B) and (C) for such violations, conflicts, breaches or Defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and performance by the Company of the Seventh Amended and Restated Management Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery of the Securities and the Conversion Securities, if any, by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereunder and thereunder will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiaries, (B) conflict with, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or its subsidiaries, except in the case of clauses (B) and (C) for such violations, conflicts, breaches or Defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by of the Note Documents to which the Company is a party, including the issuance of this Agreement and performance by the Company of the Seventh Amended and Restated Management Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery of the Securities by the Company and the consummation by the Company of the transactions Notes contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereunder hereof and thereunder thereof, will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiariesviolate, (B) conflict with, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or constitute a default under(or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (“Default”a) the charter, articles, limited liability company agreement, by-laws or comparable constituting documents of the Company (other than any violation of or conflict with any such charter, articles, limited liability company agreement, by-laws or comparable constituting documents that would not, individually or in the aggregate with all such other violations or conflicts, be reasonably likely to materially and adversely affect the ability of the Company to perform its obligations under the Note Documents), (b) any provision order, law, treaty, rule, regulation, judgment or determination applicable to the Company of any contractcourt, licensegovernmental agency or body (including, without limitation, any insurance regulatory agency or body) or arbitrator having jurisdiction over the Company (other than any violation of or conflict with any such order, law, treaty, rule, regulation, judgment or determination that would not, individually or in the aggregate with all such other violations or conflicts, be reasonably likely to materially and adversely affect the ability of the Company to perform its obligations under the Note Documents to which it is a party) or (c) the terms of any bond, debenture, note, other evidence of indebtedness, agreement, indenture, mortgage, deed of trust, bank loan or credit agreement lease or other agreement or instrument to which the Company or its subsidiaries is a party or by which it or its respective properties may be is bound or are by which any of its properties is subject, or (C) violate result in the creation or conflict with imposition of any federallien, state, local charge or foreign law, regulation or rule or encumbrance upon any decree, judgment, permit or order applicable of the assets of the Company pursuant to the Company terms of any such bond, debenture, note, other evidence of indebtedness, agreement, indenture, lease or its subsidiariesother instrument (other than any conflict, except in the case of clauses (B) and (C) for such violationsbreach or default or lien, conflicts, breaches charge or Defaults which encumbrance that would not, individually or in the aggregate, be reasonably be expected likely to have a Company Material Adverse Effect or result in adversely affect the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of performance by the Company or any of its subsidiariesobligations under the Note Documents to which it is a party).

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and performance by the Company of the Seventh Amended and Restated Management Agreement, effective dated August 17, 2007, as of March 13amended and restated July 1, 20182009, between the Company, Xxxxxxxxx Financial Operating Partnership LLC Company and Xxxxxxxxx Financial Management Management, LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery of the Offered Securities by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereunder and thereunder will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiaries, (B) conflict with, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or its subsidiaries, except in the case of clauses (B) and (C) for such violations, conflicts, breaches or Defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of the Company or any of its subsidiaries.;

Absence of Defaults and Conflicts Resulting from Transaction. The execution, None of (i) the execution or delivery and performance by the Company of this Agreement and performance by the Company of the Seventh Amended and Restated Management Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”ii) (the “Management Agreement”) and the issuance, sale and delivery of the Securities by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and or (iii) compliance by the Company with all of the terms and provisions hereunder and thereunder will not of this Agreement, (A) violate will result in a breach or conflict with any provision violation of, or constitute a default under, the memorandum of the Organizational Documents association, amended and restated bye-laws or other governing documents of the Company or its subsidiariesthe Designated Subsidiary, (B) conflict with, or will result in any a breach of or violation of, or constitute a default under (nor constitute under, any event which with noticeagreement, lapse of time, or both would constitute a breach of, or default under) (“Default”) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement indenture or other agreement or instrument to which the Company or its subsidiaries the Designated Subsidiary is a party or by which it any of them is bound, or its to which any of their properties is subject, (C) will result in a violation of any law, rule, administrative regulation or decree of any court, or any governmental agency or body having jurisdiction over the Company, the Designated Subsidiary or any of their respective properties may be bound or are subjectproperties, or (CD) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or its subsidiaries, except in the case of clauses (B) and (C) for such violations, conflicts, breaches or Defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or will result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of the Company Company, or the Designated Subsidiary, except (other than with respect to clause (A)), as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except for permits, consents, approvals and similar authorizations required by the securities or “Blue Sky” or insurance securities laws of certain jurisdictions in connection with the offer and sale of the Securities, the filing of the Final Prospectus under the Bermuda Companies Act 1981 (the “Companies Act”) in connection with the offer and sale of the Securities and permits, consents, approvals and authorizations which have been obtained, no permit, consent, approval, authorization or order of any court, governmental agency or body or financial institution is required in connection with the consummation of its subsidiariesthe transactions contemplated by this Agreement.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and performance by the Company each of the Seventh Amended Transaction Documents, the issuance (in the case of any Company Shares) and Restated Management sale of the Shares pursuant to this Agreement, effective as of March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC and Xxxxxxxxx Financial Management LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery of any shares of Common Stock pursuant to the Securities by the Company Forward Sale Agreement and any Additional Forward Sale Agreement, the consummation by the Company of the transactions contemplated hereby and therebyby the Transaction Documents, and compliance by the Company with the terms and provisions hereunder and thereunder of the Transaction Documents, will not (A) violate result in a breach or conflict with violation of any provision of the Organizational Documents terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiariessubsidiaries pursuant to (A) the charter or by-laws of the Company, (B) conflict withany statute, or result in any breach of or constitute a default under (nor constitute any event which with noticerule, lapse of timeregulation or, or both would constitute a breach ofto such counsel’s knowledge, or default under) (“Default”) any provision order of any contract, license, indenture, mortgage, deed of trust, bank loan governmental agency or credit agreement body or other agreement or instrument to which any court having jurisdiction over the Company or any of its subsidiaries is a party or by which it any of their properties (other than the Energy Policy Act or its respective properties may be bound the Federal Power Act or are subject, or (C) violate or conflict with any federal, state, local or foreign lawrule, regulation or rule order of any governmental agency or body relating to the Energy Policy Act or the Federal Power Act or any decree, judgment, permit or order applicable to court having jurisdiction over the Company or its subsidiariesany subsidiary of the Company or any of their properties in a proceeding relating to the Energy Policy Act or the Federal Power Act), except in the case of clauses this clause (B) and (C) for such breaches, violations, conflicts, breaches defaults or Defaults which impositions as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect, or result (C) any agreement or instrument filed as an exhibit to the Registration Statement or as an exhibit to any document incorporated by reference in the creation or imposition of Registration Statement (it being understood that such counsel’s opinion under this clause (C) need not extend to compliance with any material lien, charge, claim or encumbrance upon any property or asset of the Company financial ratio or any of its subsidiarieslimitation in any contractual restriction expressed as a dollar (or other currency) amount).

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and performance by the Company of the Seventh Amended and Restated Management Agreement, dated July 31, 2012, as amended and restated, effective as of March 13September 24, 20182012, between the Company, Xxxxxxxxx Financial Operating Partnership LLC Company and Xxxxxxxxx Financial Residential Mortgage Management LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery of the Offered Securities by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereunder and thereunder will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiaries, (B) conflict with, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or its subsidiaries, except in the case of clauses (B) and (C) for such violations, conflicts, breaches or Defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and performance by the Company of the Seventh Fifth Amended and Restated Management Agreement, effective as of dated March 13, 2018, between the Company, Xxxxxxxxx Financial Operating Partnership LLC Company and Xxxxxxxxx Financial Residential Mortgage Management LLC (the “Manager”) (the “Management Agreement”) and the issuance, sale and delivery of the Securities by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereunder and thereunder will not (A) violate or conflict with any provision of the Organizational Documents of the Company or its subsidiaries, (B) conflict with, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) (“Default”) any provision of any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Company or its subsidiaries is a party or by which it or its respective properties may be bound or are subject, or (C) violate or conflict with any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order applicable to the Company or its subsidiaries, except in the case of clauses (B) and (C) for such violations, conflicts, breaches or Defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of the Company or any of its subsidiaries.