Common use of Legal Proceedings Clause in Contracts

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could reasonably be expected to have a Material Adverse Effect and (ii) to the Company’s knowledge no such investigations, actions, suits or proceedings have been threatened in writing by any governmental or regulatory authority or by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in each of the Registration StatementCompany SEC Documents filed prior to the date hereof, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or suits, proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its subsidiaries Subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries Subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its subsidiaries could Subsidiaries, would reasonably be expected to have a Material Adverse Effect Effect, and (ii) to the Company’s knowledge no such investigations, actions, suits or proceedings have been or, to the knowledge of the Company, investigations are pending, threatened in writing or contemplated, by any governmental or regulatory authority or by others; and (i) there . There are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Exchange Act to be described in the Registration Statement, the Pricing Disclosure Package Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so described in the Registration Statementdescribed, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Exchange Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Registration Statement, the Pricing Disclosure Package Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectusdescribed.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could subsidiaries, would reasonably be expected to have a Material Adverse Effect and (ii) or to adversely affect the consummation of the transactions contemplated by the Transaction Documents or the performance by the Operating Partnership of its obligations thereunder; to the Company’s knowledge of the Operating Partnership, no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act or the Exchange Act to be described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus or any document incorporated by reference therein that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as required and (ii) there are no contracts or other documents that are required under the Securities Act or the Exchange Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement any document incorporated by reference therein or described in the Registration Statement, the Pricing Disclosure Package and Time of Sale Prospectus or the ProspectusProspectus or any document incorporated by reference therein that are not so filed as exhibits or so described as required.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations under this Agreement; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under this Agreement; to the Company’s knowledge of the Company and each of its subsidiaries, no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be reasonably expected to be a party or to which any property of the Company or any of its subsidiaries is or, or may be reasonably expected to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations under this Agreement; no such investigations, actions, suits or proceedings have been are, to the knowledge of the Company, threatened in writing or contemplated by any governmental or regulatory authority or by othersother third parties; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectusdescribed.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject and (ii) no such investigations, actions, suits or proceedings are threatened or, to the best knowledge of the Company’s knowledge, may be contemplated by any governmental or regulatory authority, in the subject that, case of (i) or (ii) that individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could would reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations hereunder; (ii) to the Company’s knowledge no such investigations, actions, suits or proceedings have been threatened in writing by any governmental or regulatory authority or by others; and (iiii) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus Prospectus; and (iiiv) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company is or any of its subsidiaries is may be a party or to which any property of the Company is or any of its subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries Company, could reasonably be expected to have a Material Adverse Effect and (ii) or have a material adverse effect on the power or ability of the Company to perform its obligations under this Agreement or to consummate the Company’s knowledge transactions contemplated hereby; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company Guarantor or any of its subsidiaries (including the Company) is or may be a party party, or to which any property of the Company Guarantor or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company Guarantor or any of its subsidiaries could subsidiaries, would reasonably be expected to have a Material Adverse Effect and (ii) Effect; no Actions are threatened or, to the Company’s knowledge no such investigationsof the Company or the Guarantor, actions, suits or proceedings have been threatened in writing contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and Time of Sale Information, the Prospectus or any document incorporated by reference therein that are not so described as required and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Information and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusProspectus or any document incorporated by reference therein.

Legal Proceedings. Except as described in each There are no legal or governmental proceedings (“Actions”) pending or, to the knowledge of the Registration StatementTransaction Entities, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending threatened to which the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries is a party or to which any property of the Company properties of the Company, the Operating Partnership or any of its subsidiaries the Subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or (i) other than proceedings accurately described in all material respects in the aggregate, if determined adversely to the Company or any Time of its subsidiaries could reasonably be expected to Sale Information and Prospectus and proceedings that would not have a Material Adverse Effect Effect, or would not adversely affect the power or ability of each of the Company and the Operating Partnership to perform its obligations under this Agreement or to consummate the transactions contemplated by the Time of Sale Information or (ii) to the Company’s knowledge no such investigations, actions, suits or proceedings have been threatened in writing by any governmental or regulatory authority or by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that and are not so described in the Registration Statement, the Pricing Disclosure Package described; and the Prospectus and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could subsidiaries, would reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations under this Agreement; no such investigations, actions, suits or proceedings have been are, to the knowledge of the Company, threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could subsidiaries, would reasonably be expected to have a Material Adverse Effect Effect; except as described or contemplated in the Registration Statement, the Time of Sale Information and (ii) to the Company’s knowledge Prospectus, no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries is a party or to which any property property, right or asset of the Company or any of its subsidiaries is orthe subject, and, to the knowledge of the Company’s knowledge, may be the subject no Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others, that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could reasonably be expected to subsidiaries, would have a Material Adverse Effect and (ii) to the Company’s knowledge no such investigations, actions, suits or proceedings have been threatened in writing by any governmental or regulatory authority or by othersEffect; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and Time of Sale Information or the Prospectus and (ii) there are no statutes, regulations, contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits suits, claims, investigations or proceedings pending or threatened or, to the knowledge of the Company after due inquiry, contemplated to which the Company or any of its subsidiaries Subsidiaries or any of their respective directors or officers is or would be a party or to of which any property of the Company their respective properties is or any of its subsidiaries is orwould be subject, to the Company’s knowledge, may be the subject that, individually at law or in the aggregateequity, if determined adversely to the Company or before or by any of its subsidiaries could reasonably be expected to have federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, which would result in a judgment, decree or order either (A) having a Material Adverse Effect or (B) preventing the consummation of the transactions contemplated hereby and by the Indenture and the Securities, (ii) to the Company’s knowledge no such investigations, actions, suits or proceedings have been threatened in writing by any governmental or regulatory authority or by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (iiiii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and Time of Sale Information or the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits suits, claims, investigations or proceedings pending or threatened or, to the knowledge of the Company after due inquiry, contemplated to which the Company or any of its subsidiaries Subsidiary Guarantors or any of their respective directors or officers is or would be a party or to of which any property of the Company their respective properties is or any of its subsidiaries is orwould be subject, to the Company’s knowledge, may be the subject that, individually at law or in the aggregateequity, if determined adversely to the Company or before or by any of its subsidiaries could reasonably be expected to have federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, which would result in a judgment, decree or order either (A) having a Material Adverse Effect or (B) preventing the consummation of the transactions contemplated hereby and by the Indenture and the Securities, (ii) to the Company’s knowledge no such investigations, actions, suits or proceedings have been threatened in writing by any governmental or regulatory authority or by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (iiiii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and Time of Sale Information or the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company is or any of its subsidiaries is may be a party or to which any property of the Company is or any of its subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries Company, could reasonably be expected to have a Material Adverse Effect and (ii) or have a material adverse effect on the power or ability of the Company to perform its obligations under this Agreement or to consummate the Company’s knowledge transactions contemplated hereby; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under this Agreement; to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could subsidiaries, would reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under this Agreement; to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of in, or incorporated by reference in, the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect and (ii) or a material adverse effect on the performance by the Company of its obligations under the Securities or this Agreement; to the best knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current statutes, regulations or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Information and the Prospectus that are not so filed as exhibits to the Registration Statement or described in in, or incorporated by reference in, the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. (x) Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under this Agreement; to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or, contemplated by any governmental or regulatory authority or threatened by others; and (y) (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each There are no legal or governmental proceedings (“Actions”) pending or, to the knowledge of the Registration StatementTransaction Entities, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending threatened to which the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries is a party or to which any property of the Company properties of the Company, the Operating Partnership or any of its subsidiaries the Subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or (i) other than proceedings accurately described in all material respects in the aggregate, if determined adversely to the Company or any of its subsidiaries could reasonably be expected to General Disclosure Package and Prospectus and proceedings that would not have a Material Adverse Effect Effect, or would not adversely affect the power or ability of each of the Company and the Operating Partnership to perform its obligations under this Agreement or to consummate the transactions contemplated by the General Disclosure Package or (ii) to the Company’s knowledge no such investigations, actions, suits or proceedings have been threatened in writing by any governmental or regulatory authority or by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing General Disclosure Package or the Prospectus that and are not so described in the Registration Statement, the Pricing Disclosure Package described; and the Prospectus and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing General Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could reasonably be expected to have a Material Adverse Effect and (ii) to the Company’s knowledge Effect; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company and the Guarantor, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations hereunder; to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party party, or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject of that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under the Company’s knowledge Transaction Documents; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company and its subsidiaries, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, : (ix) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect and or have a material adverse effect on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby; (iiy) to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (z) (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits demands, claims, suits, arbitrations, inquiries or proceedings (collectively, “Actions”) pending to which the Company Company, the LLC or any of its their respective subsidiaries is or may be a party or to which any property of the Company Company, the LLC or any of its their respective subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company Company, the LLC or any of its subsidiaries could their respective subsidiaries, would reasonably be expected to have a Material Adverse Effect and (ii) Effect; no such Actions are threatened or, to the knowledge of the Company’s knowledge no such investigations, actions, suits or proceedings have been threatened in writing contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or Company, any of its subsidiaries or the Trust is or may be a party or to which any property of the Company or Company, any of its subsidiaries or the Trust is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Company, any of its subsidiaries or the Trust, could reasonably be expected to have a Material Adverse Effect and (ii) to the Company’s knowledge Effect; no such investigations, actions, suits or proceedings have been are, to the best knowledge of the Company and the Trust, threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings (“Actions”) pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect and (ii) Effect; and, to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing by any governmental or regulatory authority or by others; and and, (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries subsidiary is or may be a party or to which any property of the Company or any of its subsidiaries subsidiary is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could subsidiary, would reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under this Agreement; the Company has not received any written notice that any such investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or others; to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are so threatened in writing by any governmental or regulatory authority or by otherscontemplated; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus Prospectus, and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under this Agreement; to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under this Agreement; to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or, to the best knowledge of the Company, may be a party or to which any property of the Company or any of its subsidiaries is or, to the best knowledge of the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect and (ii) to the best of the Company’s knowledge knowledge, no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under the Transaction Documents; and to the Company’s best knowledge of the Company no such investigations, actions, suits or proceedings have been are threatened in writing by any governmental or regulatory authority or by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Prospectus or the Prospectus Registration Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under the Transaction Documents; to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations under this Agreement; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Information and the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, may be a party or to which any property of the Company or any of its subsidiaries is or, to the knowledge of the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could reasonably be expected to subsidiaries, would have a Material Adverse Effect and (ii) Effect; to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations hereunder, no such investigations, actions, suits or proceedings have been are threatened in writing or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement nor are there any statutes, regulations or contracts or other documents described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could subsidiaries, would reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations under this Agreement; no such investigations, actions, suits or proceedings have been are, to the knowledge of the Company, threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could subsidiaries, would reasonably be expected to have a Material Adverse Effect and (ii) to the Company’s knowledge Effect; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or and described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could reasonably be expected to subsidiaries, would have a Material Adverse Effect and (ii) Effect; to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under this Agreement; to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing by against or affecting the Company or any governmental or regulatory authority or by othersof its subsidiaries; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations under this Agreement; no such investigations, actions, suits or proceedings have been are, to the knowledge of the Company, threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could subsidiaries, would reasonably be expected to have a Material Adverse Effect and (ii) or to adversely affect the Company’s knowledge consummation of the transactions contemplated by the Transaction Documents or the performance by the Operating Partnership or the Company of their respective obligations thereunder; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the knowledge of the Operating Partnership and the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act or the Exchange Act to be described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus or any document incorporated by reference therein that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as required and (ii) there are no contracts or other documents that are required under the Securities Act or the Exchange Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement any document incorporated by reference therein or described in the Registration Statement, the Pricing Disclosure Package and Time of Sale Prospectus or the ProspectusProspectus or any document incorporated by reference therein that are not so filed as exhibits or so described as required.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject and (ii) no such investigations, actions, suits or proceedings are threatened or, to the Company’s knowledgebest knowledge of the Company and each of the Guarantors, may be contemplated by any governmental or regulatory authority, in the subject that, case of (i) or (ii) that individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could would reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations hereunder; (ii) to the Company’s knowledge no such investigations, actions, suits or proceedings have been threatened in writing by any governmental or regulatory authority or by others; and (iiii) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus Prospectus; and (iiiv) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as accurately described in each of the Registration Statement, the Pricing Disclosure Package and all material respects in the Prospectus, (i) there are no legal, legal or governmental proceedings or regulatory investigationsinvestigations pending or, actionsto the knowledge of the Company, suits or proceedings pending threatened to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect and (ii) to the Company’s knowledge no such investigations, actions, suits or proceedings have been threatened in writing by any governmental or regulatory authority or by othersEffect; and (i) there are no current or pending legal, legal or governmental proceedings or regulatory actions, suits or proceedings actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in all material respects in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries the Principal Subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries the Principal Subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries applicable subsidiary, could reasonably be expected to have a Material Adverse Effect and (ii) Effect; to the best knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or by othersauthority; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there There are no legal, governmental or regulatory investigations, actions, suits or proceedings pending pending, nor, to the Company’s knowledge, any legal, governmental or regulatory investigations pending, to which the Company or any of its subsidiaries Subsidiaries is a party or to which any property of the Company or any of its subsidiaries Subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could Subsidiaries, would reasonably be expected by the Company to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under the Transaction Documents; to the Company’s knowledge knowledge, no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory investigations, actions, suits or proceedings that are required under the Securities Act to be described disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus disclosed; and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectusfiled.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries aggregate could reasonably be expected to have a Material Adverse Effect and (ii) to the Company’s knowledge Effect; no such investigations, actions, suits or proceedings have been are overtly threatened in writing or, to the best knowledge of the Company, contemplated by any governmental or regulatory authority or overtly threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as accurately described in each of the Registration Statement, all material respects in the Pricing Disclosure Package and the Prospectus, (i) there are no legal, legal or governmental proceedings or regulatory investigationsinvestigations pending or, actionsto the knowledge of the Company, suits or proceedings pending threatened to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect and (ii) to the Company’s knowledge no such investigations, actions, suits or proceedings have been threatened in writing by any governmental or regulatory authority or by othersEffect; and (i) there are no current or pending legal, legal or governmental proceedings or regulatory actions, suits or proceedings actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in all material respects in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Final Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations hereunder; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Final Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Final Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Final Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could subsidiaries, would reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under this Agreement; the Company’s knowledge no Company has not received any written notice that any such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations under this Agreement; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, Statement or the Pricing Disclosure Package Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations under this Agreement; no such investigations, actions, suits or proceedings have been are, to the best knowledge of the Company, threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed or described as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may reasonably be expected to become a party or to which any property of the Company or any of its subsidiaries is or, or may reasonably be expected to the Company’s knowledge, may be become the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could subsidiaries, would reasonably be expected to have a Material Adverse Effect and (ii) Effect; to the Company’s knowledge of the Company no such investigations, actions, suits or proceedings have been are threatened in writing or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in each of in, or incorporated by reference in, the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect and (ii) or a material adverse effect on the performance by the Company of its obligations under the Securities; to the best knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current statutes, regulations or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Information and the Prospectus that are not so filed as exhibits to the Registration Statement or described in in, or incorporated by reference in, the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could aggregate would reasonably be expected to have a Material Adverse Effect and (ii) to the Company’s knowledge Effect; no such investigations, actions, suits or proceedings have been are to the knowledge of the Company threatened in writing or contemplated by any governmental or regulatory authority or by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Information and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the any Company or any of its subsidiaries Entity is a party or to which any property property, right or asset of the any Company or any of its subsidiaries Entity is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the such Company or any of its subsidiaries Entity, could reasonably be expected to have a Material Adverse Effect and Effect; (ii) to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings Actions have been threatened in writing by any governmental or regulatory authority or by othersothers that, individually or in the aggregate, if determined adversely to such Company Entity, could reasonably be expected to have a Material Adverse Effect; and (iiii) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (iiiv) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations under this Agreement; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company Parent or any of its subsidiaries is or may be a party or to which any property of the Company Parent or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company Parent or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect and (ii) Effect; to the Company’s knowledge of the Company and the Parent, no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or by others; and (i) there are no such current or pending legal, governmental or regulatory actions, suits or proceedings actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Information and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect and (ii) or have a Material Adverse Effect on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby; no such Actions are, to the knowledge of the Company’s knowledge no such investigations, actions, suits threatened or proceedings have been threatened in writing contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations hereunder; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings (“Actions”) pending to which the Company or any of its subsidiaries (including, without limitation, the Guarantor) is or may be a party or to which any property of the Company or any of its subsidiaries (including, without limitation, the Guarantor) is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, that if determined adversely to the Company or any of its subsidiaries could reasonably be expected to (including, without limitation, the Guarantor), would, individually or in the aggregate, have a Material Adverse Effect Effect; and (ii) to the Company’s knowledge no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company and the Guarantor, contemplated by any governmental or regulatory authority or by othersother third party; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect and (ii) to the Company’s knowledge Effect; no such investigations, actions, suits or proceedings have been are (either publicly or in a communication to the Company or its legal counsel) threatened in writing or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations under this Agreement; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its significant subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect and (ii) Effect; to the best knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or Company, any of its subsidiaries or the Acquired Company is or may be a party or to which any property of the Company or Company, any of its subsidiaries or the Acquired Company is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Company, any of its subsidiaries or the Acquired Company, could reasonably be expected to have a Material Adverse Effect Effect; and (ii) to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company Company, the Operating LLC or any of its their respective subsidiaries is or may be a party or to which any property of the Company Company, the Operating LLC or any of its their respective subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company Company, the Operating LLC or any of its subsidiaries could their respective subsidiaries, would reasonably be expected to have a Material Adverse Effect and (ii) Effect; no such Actions are threatened or, to the knowledge of the Company’s knowledge no such investigations, actions, suits or proceedings have been threatened in writing contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, may be a party or to which any property of the Company or any of its subsidiaries is or, to the knowledge of the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could subsidiaries, would reasonably be expected to have a Material Adverse Effect and (ii) to the Company’s knowledge Effect; no such investigations, actions, suits or proceedings have been Actions are threatened in writing or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries or Encore or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries or Encore or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries or Encore or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect and (ii) to the Company’s knowledge Effect; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company and each of the Guarantors, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under the Company’s knowledge Transaction Documents; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each As of the Registration Statement, the Pricing Disclosure Package and the Prospectusdate of this Agreement, (i) there are no legal, governmental or regulatory investigations, actions, suits demands, claims, suits, arbitrations, inquiries or proceedings and the Company has received no written notice of violation (“Actions”) pending to which the Company, any other Group Company or any directors, director nominees or executive officers (in their respective capacities as such) of its subsidiaries any Group Company is a party or to which any property of the Company or any of its subsidiaries other Group Company is or, to the Company’s knowledge, may be the subject thatthat (A) adversely affects or challenges the legality, validity or enforceability of any other Transaction Documents or the transactions contemplated hereby, or (B) individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could other Group Company, would have or reasonably be expected to have a Material Adverse Effect and Effect; (ii) no such Actions are, to the knowledge of the Company’s knowledge no such investigations, actionsthreatened, suits or proceedings have been threatened except as described in writing by any governmental or regulatory authority or by othersthe SEC Documents; and (iiii) there are no prior, current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus SEC Documents that are not so described in the Registration StatementSEC Documents, the Pricing Disclosure Package and the Prospectus and (iiiv) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement SEC Documents or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus SEC Documents that are not so filed as exhibits to the Registration Statement SEC Documents or described in the Registration Statement, the Pricing Disclosure Package and the ProspectusSEC Documents.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under the Company’s knowledge Transaction Documents; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, pending actions, suits or proceedings pending against or (to which the Company knowledge of the Company) affecting the Company, any of the Significant Subsidiaries or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, may be the subject that, their respective properties that would individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could reasonably be expected to aggregate have a Material Adverse Effect Effect, or would materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations under this Agreement or any other Transaction Document; and no such investigations, actions, suits or proceedings have been threatened in writing by any governmental or regulatory authority or by othersare, to the knowledge of the Company, threatened; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations under this Agreement; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Information and the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be reasonably be expected to be a party or to which any property of the Company or any of its subsidiaries is or, or may reasonably be expected to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations under this Agreement; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the knowledge of the Company, threatened or contemplated by any governmental or regulatory authority or by othersother third parties; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings against the Company, its subsidiaries or any of their affiliates that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectusdescribed.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries Subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries Subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries Subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations under this Agreement and any Pricing Agreement; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectusdescribed.

Legal Proceedings. (i) Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under the Company’s knowledge Transaction Documents; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (iii) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (iiiii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Prospectus and the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under the Company’s knowledge Transaction Documents; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectusdescribed.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under the Company’s knowledge Transaction Documents; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current current, pending or pending threatened legal, governmental or regulatory actions, suits or proceedings to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be subject that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectusdescribed.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries or, to the knowledge of the Company, Itiviti Holding or any of its subsidiaries is or may be a party or to which any property of the Company Company, Itiviti Holding or any of its their respective subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries aggregate could reasonably be expected to have a Material Adverse Effect and (ii) Effect; to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or threatened by others, except for such that would not have a Material Adverse Effect; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Information and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings Actions pending to which the Company Manager is or any of its subsidiaries is may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, may be the subject Manager that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries Manager, could reasonably be expected to have a Material Adverse Effect and (ii) Effect; no such Actions are threatened or, to the Company’s knowledge no such investigationsof the Manager, actions, suits or proceedings have been threatened in writing contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations under this Agreement; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could subsidiaries, would reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under this Agreement and each of the Transactions Documents and, to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Prospectus, and the ProspectusTime of Sale Information, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries subsidiary is or reasonably expects to be a party or to which any property of the Company or any of its subsidiaries subsidiary is or, or reasonably expects to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could subsidiary, would reasonably be expected to have a Material Adverse Effect and (ii) Effect; to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been threatened in writing are contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or Prospectus, and the Prospectus Time of Sale Information that are not so described in the Registration Statement, the Pricing Disclosure Package Prospectus, and the Prospectus Time of Sale Information and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Prospectus, or the Prospectus Time of Sale Information that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Prospectus, and the ProspectusTime of Sale Information.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings (“Actions”) pending to which the Company or any of its subsidiaries is or may be a party or to which any property or asset of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could subsidiaries, would reasonably be expected to have a Material Adverse Effect and (ii) Effect; to the best knowledge of the Company’s knowledge , no such investigations, actions, suits Actions are threatened or proceedings have been threatened in writing contemplated by any governmental or regulatory authority or by othersothers that, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under this Agreement; to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries (including the Guarantors) is or may be a party or to which any property of the Company or any of its subsidiaries (including the Guarantors) is or may be the subject and (ii) no such investigations, actions, suits or proceedings are threatened or, to the best knowledge of the Company’s knowledge, may be contemplated by any governmental or regulatory authority, in the subject that, case of (i) or (ii) that individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could would reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations hereunder; (ii) to the Company’s knowledge no such investigations, actions, suits or proceedings have been threatened in writing by any governmental or regulatory authority or by others; and (iiii) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus Prospectus; and (iiiv) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under this Agreement; to the Company’s knowledge of the Company no such investigations, actions, suits or proceedings have been are threatened in writing or, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Information and the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in or incorporated by reference each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could subsidiaries, would reasonably be expected to have a Material Adverse Effect and (ii) Effect; no Actions are threatened or, to the knowledge of the Company’s knowledge no such investigations, actions, suits or proceedings have been threatened in writing contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and Time of Sale Information, the Prospectus or any document incorporated by reference therein that are not so described as required and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusProspectus or any document incorporated by reference therein that are not so filed as exhibits or so described as required.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could reasonably be expected to have a Material Adverse Effect and (ii) Effect; to the best knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been threatened in writing are contemplated by any governmental or regulatory authority or by othersauthority; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and Time of Sale Information or the Prospectus and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or and described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and Time of Sale Information or the Prospectus.

Legal Proceedings. Except as described in each of in, or incorporated by reference in, the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect and (ii) or a material adverse effect on the performance by the Company of its obligations under the Securities; to the best knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current statutes, regulations or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in in, or incorporated by reference in, the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described disclosed in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could subsidiaries, would reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under this Agreement; to the Company’s knowledge 's knowledge, no such investigations, actions, suits or proceedings have been are threatened in writing or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or by othersauthority; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, Statement and the Pricing General Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations under this Agreement; no such investigations, actions, suits or proceedings have been are, to the knowledge of the Company, threatened in writing by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, Statement and the Pricing General Disclosure Package and the Prospectus and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, Statement and the Pricing General Disclosure Package or and the Prospectus that are not so filed as exhibits to the BOS 47350087v2 Registration Statement or described in the Registration Statement, Statement and the Pricing General Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries could reasonably be expected to have a Material Adverse Effect and (ii) to the Company’s knowledge Effect; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and Time of Sale Information or the Prospectus and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or and described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and Time of Sale Information or the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations under this Agreement; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectusdescribed.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under the Company’s knowledge Transaction Documents; no such investigations, actions, suits or proceedings have been are threatened in writing or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to the Company’s knowledge perform its obligations under this Agreement; no such investigations, actions, suits or proceedings have been threatened in writing are, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under this Agreement; to the Company’s knowledge knowledge, no such investigations, actions, suits or proceedings have been are threatened in writing by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Information and the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or, to the Company’s knowledge, or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under this Agreement; to the knowledge of the Company’s knowledge , no such investigations, actions, suits or proceedings have been are threatened in writing or contemplated by any governmental or regulatory authority or by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.and

Legal Proceedings. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is the subject (or, to the Company’s knowledge, may be any legal, governmental or regulatory investigations, actions, suits or proceedings which have been threatened against the subject Company, its subsidiaries or related to its property) that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and (ii) adversely affect the ability of the Company to perform its obligations under this Agreement; except as described in the Company’s knowledge Preliminary Prospectus and the Prospectus, no such investigations, actions, suits or proceedings have been are threatened in writing or, to the best knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.