Common use of Absence of Further Requirements Clause in Contracts

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court Governmental Entity, and no notice under, or governmental authority or agency consent pursuant to, any Agreements and Instruments, is necessary or required for the performance by the Company Investview of its obligations hereunder, in connection with the offering, issuance issuance, or sale of the Securities hereunder or the consummation of the transactions contemplated by this Purchase Agreement, except such as have been already obtained.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, license, order, registration, qualification authorization or decree order of, or qualification with, any court or governmental authority body or agency is necessary or required for the performance by the Company of its obligations hereunderunder this Agreement, the Indenture or the Securities except such as have been obtained or may be required by the securities or Blue Sky laws of the various states in connection with the offering, issuance or offer and sale of the Securities hereunder or the consummation of the transactions contemplated by this AgreementSecurities.

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

Absence of Further Requirements. No Except as noted herein, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, of any court or governmental authority or agency is necessary or required for the performance by the Company Corporation of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement., except such as have been or will be obtained under Applicable Securities Laws;

Absence of Further Requirements. No filing with, or authorization, approval, consent, licenseorder, registration or qualification with or of any Governmental Entity is required for the Company’s performance of its obligations under this Agreement or any Terms Agreement, except where the failure to obtain or make such authorization, approval, consent, order, registrationregistration or qualification would not, qualification individually or decree ofin the aggregate, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreementhave a Material Adverse Effect.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunderunder this Agreement or the Indenture, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement or the Indenture except such as have been already obtained or as may be required under the Act or state securities laws or the rules of the Financial Industry Regulatory Authority (“FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or the Operating Partnership of its their respective obligations hereunder, in connection with the offering, issuance or sale of the Securities Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act, the Exchange Act or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities Shares hereunder or the consummation of the transactions contemplated by this AgreementAgreement and the Registration Statement, the Prospectus and the Time of Sale Information, except such as have been already obtained.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, registration or qualification of or decree of, with any such court or governmental authority agency or agency body having jurisdiction over the Company or any of its properties is necessary or required for the execution, delivery and performance by the Company of its obligations hereunderthis Agreement, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the Offer or the other transactions contemplated described in the Offer Material by this Agreementthe Company, except as may be required by the securities or Blue Sky laws of the various states in connection with the Offer.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except as may be required under the 1933 Act or state securities or "blue sky" laws in connection with the Exchange Offer (as defined in the Offering Memorandum).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities Senior Notes hereunder or the consummation of the transactions contemplated by this AgreementAgreement and the Registration Statement, the Prospectus and the Time of Sale Information or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company Seller of its obligations hereunder, or in connection with the offering, issuance or sale and delivery of the Securities Shares hereunder or the consummation of the transactions contemplated by this Agreement.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offeringCompany’s execution, issuance or sale delivery and performance of the Securities hereunder this Agreement or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act, or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except 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 Shares by the Underwriters.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the due authorization, execution and delivery by the Company of this Underwriting Agreement or the applicable Terms Agreement or for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by under the Prospectus, this Underwriting Agreement, such Terms Agreement or any applicable Indenture or Warrant Agreement, except such as have been already made, obtained or rendered, as applicable.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Debt Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement and the Registration Statement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or the Operating Partnership of its their respective obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement., except such as has already been obtained or as required under such securities laws or under the rules of the National Association of Securities Dealers, Inc.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any person (including any court or governmental authority or agency agency) is necessary or required for the performance by the Company each Selling Shareholder of its obligations hereunder, in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under state securities laws.

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

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court Governmental Entity, and no notice under, or governmental authority or agency consent pursuant to, any Agreements and Instruments, is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance issuance, or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required in connection with the formation of NewCo.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any third party or any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance offering or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement., except such as have been obtained by the Company, and except for applicable state securities or blue sky laws and requirements of the National Association of Securities Dealers, Inc.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any third party or any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement., except such as have been obtained by the Company, and except for applicable state securities or blue sky laws and requirements of the National Association of Securities Dealers, Inc.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder under this Agreement and the International Purchase Agreement or the consummation of the transactions contemplated by this Agreement and the International Purchase Agreement.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consentauthorization, license, order, registration, qualification qualification, order or decree ofof any court, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, under this Agreement or in connection with the offering, issuance or and sale by the Company of the Offered Shares, except such as may be required under the Securities hereunder or Act, the consummation Exchange Act, rules of the transactions contemplated by this AgreementFinancial Industry Regulatory Authority, Inc. (“FINRA”) or applicable state securities laws, all of which have been made.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company each Selling Stockholder of its obligations hereunderhereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Underwriting Agreement.

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

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company Advisor of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or the Investment Advisory Agreement, except such as have already been made or obtained.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained.

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

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the due authorization, execution and delivery by the Company of this Agreement or for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by under the Prospectus, this Agreement, or the Indenture, except such as have been already made, obtained or rendered, as applicable.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company Adviser of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have already been made or obtained.

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

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement or for the due execution, delivery and performance of the Indenture, except such as have been already obtained.

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

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company Selling Shareholder of its obligations hereunder, hereunder or in connection with the offering, issuance or sale and delivery of the Securities Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the Securities Act or the Rules and Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the due authorization, execution and delivery by the Company of this Underwriting Agreement or the applicable Terms Agreement or for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by under the Prospectus, this Underwriting Agreement, such Terms Agreement or the Indenture, except such as have been already made, obtained or rendered, as applicable.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, order registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or the Operating Partnership of its obligations hereunder, under this Agreement or in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by under this Agreement, except such as have been already obtained or as may be required in connection with the National Association of Securities Dealers, Inc. (the "NASD") or under state securities or real estate syndication laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court Governmental Entity, other than those that have been made or governmental authority or agency obtained and approval of the Acquisition by Bank Regulatory Authorities, is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation by the Company of the transactions contemplated hereby or by this Agreementthe Other Subscription Agreements.

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

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any person (including any court or governmental authority or agency agency) is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or the Deposit Agreement, except such as have been already obtained or as may be required under state securities laws.

Absence of Further Requirements. No filing or registration with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency or third party is necessary or required for the execution, delivery, performance or consummation by ARC and the Company of its their respective obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or hereunder, the consummation of the transactions contemplated by this Agreement, the exchange of the Securities for Common Stock or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, delivery and performance of the this Agreement, except such filings as have been already been made under the rules of the Nasdaq Global Select Market.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, order registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, under this Underwriting Agreement or the applicable Terms Agreement or in connection with the offeringtransactions contemplated under this Underwriting Agreement, issuance or sale of the Securities hereunder such Terms Agreement or the consummation of the transactions contemplated by this AgreementIndenture, except such as have been already obtained or as may be required under state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or the Operating Partnership of its their respective obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement., except such as has already been obtained or as required under such securities laws or as required under the rules of the National Association of Securities Dealers, Inc.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, or in connection with the offering, issuance or sale of the Securities hereunder Offered Shares under this Agreement or the consummation of the transactions contemplated by this AgreementAgreement except such as have been already obtained or as may be required under the Securities Act or the regulations promulgated thereunder or state securities laws or by the Financial Industry Regulatory Authority (“FINRA”).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by each of the Company and the Guarantors of its their respective obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement or for the due execution, delivery or performance of the Indenture by the Company and the Guarantors, except such as have been already obtained.

Absence of Further Requirements. No filing with, or authorization, approval, consent, waiver, license, order, registration, qualification or decree of, any Governmental Entity, court or governmental authority other person or agency entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with the execution, delivery and performance by the Company of the Transaction Documents, including the offering, issuance or sale of the Securities Shares hereunder or other than the consummation of the transactions contemplated by this AgreementRequired Approvals.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the due authorization, execution and delivery by the Company of this Underwriting Agreement or the applicable Terms Agreement or for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by under the Prospectus, this Underwriting Agreement, such Terms Agreement or any applicable Series Supplement except such as have been already made, obtained or rendered, as applicable.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the execution, delivery or performance by the Company of its obligations hereunderunder this Agreement, in connection with the offering, issuance or sale of the Securities hereunder or the consummation by the Company of the transactions contemplated by this Agreement, except as may be required under the securities laws of the various states and foreign jurisdictions in which the Shares will be offered and sold.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company Selling Stockholder of its obligations hereunder, hereunder or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement.this

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

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company Stockholders of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder Stock under this Agreement or the consummation of the transactions contemplated by this Agreement.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, hereunder in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have already been obtained or will be obtained under the Securities Act or as required under state securities laws or the rules of FINRA (as defined herein).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder hereunder, the issuance of shares of Common Stock upon conversion of the Securities or the consummation of the transactions contemplated by this AgreementAgreement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, or under the U.S. Purchase Agreement in connection with the offering, issuance or sale of the Securities hereunder under this Agreement and the U.S. Purchase Agreement or the consummation of the transactions contemplated by this Agreement.by

Absence of Further Requirements. No filing with, or ------------------------------- authorization, approval, consent, license, order, order registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company of its obligations hereunder, under this Underwriting Agreement or the applicable Terms Agreement or in connection with the offeringactions contemplated under this Underwriting Agreement, issuance such Terms Agreement or sale of the Securities hereunder any applicable Indenture, except such as have been already obtained or the consummation of the transactions contemplated by this Agreementas may be required under state securities laws.

Absence of Further Requirements. No filing with, or ------------------------------- authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement or for the due execution, delivery or performance of this Agreement and the Indenture by the Company, except such as have been already obtained.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder by the Company or the consummation by the Company of the transactions contemplated by this AgreementAgreement or for the due execution, delivery and performance by the Company of the Indenture, except such as have been already obtained.

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

Absence of Further Requirements. No filing with, or ------------------------------- authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the due authorization, execution and delivery by the Company of this Underwriting Agreement or the applicable Terms Agreement or for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by under the Prospectus, this Underwriting Agreement, such Terms Agreement or any applicable Indenture, Warrant Agreement or Deposit Agreement, except such as have been already made, obtained or rendered, as applicable.

Absence of Further Requirements. No filing with, or authorizationconsent, ------------------------------- approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company each Selling Shareholder of its obligations hereunderhereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained.

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

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

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the due authorization, execution and delivery by the Company of this Purchase Agreement or the applicable Terms Agreement or for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by under the Prospectus, this Purchase Agreement, such Terms Agreement or any applicable Indenture, Warrant Agreement or Deposit Agreement, except such as have been already made, obtained or rendered, as applicable.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company each Selling Stockholder of its obligations hereunderunder this Agreement or under the Power of Attorney or the Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder Common Shares or the consummation of the transactions contemplated by this AgreementAgreement except such as may have previously been made or obtained or as may be required under the Securities Act or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the due authorization, execution and delivery by the Company of this Agreement or for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by under the Prospectus, this AgreementAgreement or the Indenture, except such as have been already made, obtained or rendered, as applicable.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, order registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company of its obligations hereunder, under this Underwriting Agreement or the applicable Terms Agreement or in connection with the offeringtransactions contemplated under this Underwriting Agreement, issuance or sale of the Securities hereunder such Terms Agreement or the consummation of the transactions contemplated by this AgreementIndenture, except such as have been already obtained or as may be required under state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company Transaction Entities of its their respective obligations hereunder, hereunder in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement.transactions

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company Purchaser of its obligations hereunder, or in connection with the offering, issuance or sale purchase of the Securities Shares hereunder or the consummation of the transactions contemplated by this Agreement.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company Transaction Entities of its their obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act or the rules of the Financial Industry Regulatory Authority (“FINRA”).

Absence of Further Requirements. No filing with, or ------------------------------- authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except as such as has already been obtained or as required under such securities laws.

Absence of Further Requirements. No filing with, or ------------------------------- authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company Partnership of its obligations hereunder, in connection with the offering, issuance offer or sale of the Securities Units and Additional Units hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been obtained, or as may be required, under Applicable Securities Laws or Exchange regulations.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or the Investment Advisory Agreement, except such as have been already obtained and except for filing of a Form D and related information with the Commission and various state securities law agencies and administrators.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required on the part of the Company for the performance by the Company of its obligations hereunder, other than with respect to the registration of the Shares under the Securities Act which shall be made in connection accordance with the offering, issuance or sale terms of the Securities hereunder registration rights agreement between the Company and the Investor and any that have been made or the consummation of the transactions contemplated by this Agreementobtained beforehand.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement other than those set forth in subsection (i) hereof.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consentauthorization or order of, license, order, or registration, qualification or decree offiling of or with, any court or governmental authority agency or agency body (domestic or foreign) is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder under this Agreement or the consummation of the transactions contemplated by the this Agreement.Agreement or otherwise in connection with the valid sale and delivery by the Company of the Shares and the Rights except:

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

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company such Selling Shareholder of its obligations hereunderhereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance offering or sale of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement except such as have been already obtained or as may be required under federal securities laws and under state securities or "blue sky" laws of any jurisdiction.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification notification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company such Stockholder of its obligations hereunder, hereunder or in connection with the offering, issuance or sale and delivery of the Securities its Stockholder Shares hereunder or the consummation of the transactions contemplated by this Agreement.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, under this Underwriting Agreement or the applicable Terms Agreement or in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by under this Underwriting Agreement, such Terms Agreement or any applicable Indenture, Warrant Agreement or Deposit Agreement, except such as have been already obtained or as may be required under state securities laws.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consentauthorization or order of, license, order, or registration, qualification or decree offiling of or with, any court or governmental authority agency or agency body (domestic or foreign) is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder under this Agreement or the consummation of the transactions contemplated by the this Agreement.Agreement or otherwise in connection with the valid sale and delivery by the Company of the Securities and the Rights except:

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder under this Agreement and the International Purchase Agreement or the consummation of the transactions contemplated by this Agreement.15 -11-

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunderunder this Agreement or the U.S. Purchase Agreement, in connection with the offering, issuance or sale of the Securities hereunder or thereunder or the consummation of the transactions contemplated by this Agreement.this

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunderunder the Transaction Documents, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement or the Indenture or for the due execution, delivery or performance of this Agreement or the Indenture by the Company, except such as have been already obtained.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder Notes or the consummation of the transactions contemplated by this Agreement.Conversion

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, of any court or governmental authority Governmental Authority or agency is necessary or required for the performance by the Company of its obligations hereunderunder this Agreement, in connection with the offeringproposed distribution, issuance or sale of the Offered Securities hereunder hereunder, or the consummation of the transactions contemplated by this AgreementAgreement except such as have been already obtained.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunderhereunder or under the International Purchase Agreement, in connection with the offering, issuance or sale of the Securities hereunder or thereunder or the consummation of the transactions contemplated by this Agreement or the International Purchase Agreement., except (i) such as have been already obtained as or may be required under federal, state or

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

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunderunder this Agreement or the Indenture, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may be required under state securities laws.

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

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the due authorization, execution and delivery by the Company of this Agreement or for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by under the Prospectus or this Agreement, except such as have been already made, obtained or rendered, as applicable.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, under the Transaction Documents in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreementthe Transaction Documents or for the due execution, delivery or performance of the Transaction Documents by the Company, except such as have been already obtained.

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

Absence of Further Requirements. No filing with, or ---- ------------------------------- authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the due authorization, execution and delivery by the Company of this Underwriting Agreement or the applicable Terms Agreement or for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by under the Prospectus, this Underwriting Agreement, such Terms Agreement or any applicable Indenture, Warrant Agreement or Deposit Agreement, except such as have been already made, obtained or rendered, as applicable.