Issuance of Securities. The issuance of the Series L Preferred Shares is duly authorized and upon issuance in accordance with the terms of the Exchange Documents shall be validly issued, fully paid and non-assessable and free from all taxes, liens, charges and other encumbrances with respect to the issue thereof. The issuance of the Conversion Shares is duly authorized and upon issuance in accordance with the terms of the Exchange Documents and Certificates of Designations shall be validly issued, fully paid and non-assessable and free from all taxes, liens, charges and other encumbrances with respect to the issue thereof.

Issuance of the Securities. The issuance of the Series L Preferred Shares isSecurities are duly authorized and, when issued and upon issuancepaid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Conversion Shares, when issued in accordance with the terms of the Exchange Documents shallTransaction Documents, will be validly issued, fully paid and non-assessablenonassessable, free and freeclear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from all taxes, liens, charges and other encumbrances with respect to the issue thereof. The issuance of the Conversion Shares isits duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and upon issuance in accordance with the terms of the Exchange Documents and Certificates of Designations shall be validly issued, fully paid and non-assessable and free from all taxes, liens, charges and other encumbrances with respect to the issue thereof.Preferred Shares.

Issuance of the Securities. The issuance of the Series L Preferred SharesStock is duly authorized and, when issued and upon issuancepaid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Conversion Shares, when converted, will be issued in accordance with the termsCertificate of the Exchange Documents shallDesignations and will be validly issued, fully paid and non-assessablenonassessable, free and freeclear of all Liens imposed by the Company. The Company has reserved from all taxes, liens, charges and other encumbrances with respect to the issue thereof. The issuance of the Conversion Shares isits duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and upon issuance in accordance with the termsCertificate of the Exchange Documents and Certificates of Designations shall be validly issued, fully paid and non-assessable and free from all taxes, liens, charges and other encumbrances with respect to the issue thereof.Designations.