Common use of Authority; Noncontravention; Consents Clause in Contracts

Authority; Noncontravention; Consents. (a) Seller has the requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by holders of (i) a majority of the outstanding Seller Preferred Shares and (ii) a majority of the Seller Common Shares and Seller Preferred Shares (voting on an as-converted basis), voting as a single class, representing a majority of the issued and outstanding Seller Common Shares (after giving effect to a deemed conversion of the Seller Preferred Shares) of the Seller (collectively, the "Seller Shareholder Approval"), to consummate the transactions contemplated by this Agreement to which Seller is a party. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated by this Agreement to which Seller is a party have been duly authorized by all necessary corporate action on the part of Seller, except for and subject to the Seller Shareholder Approval and approval by the holders of a majority of the limited partnership interest in the Seller Partnership (the "Seller Partner Approval"). This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors' rights and general principles of equity. The respective Boards of Directors of Seller and the Seller General Partner have duly and validly approved, and taken all corporate or partnership action required to be taken by them for the consummation of the Transactions, including but not limited to all actions required to render inapplicable to the Merger and this Agreement (and the transactions provided for herein) the restrictions on "business combinations" (as defined in Section 203(a)(1) of the DGCL) set forth in Section 203 of the DGCL.

Authority; Noncontravention; Consents. (a) Seller has the requisite corporate power and corporate authority to enter into this Agreement and, subject to the adoption of this Agreement by holders of approval (i) a majority of the outstanding amendments to Seller's Charter as set forth on Exhibit D hereto ("Charter Amendments") and the recommendation by Seller Preferred Shares and (ii) Board that Seller should terminate its status as a majority real estate investment trust, in each case, by the affirmative vote of two-thirds of all votes entitled to be cast by the holders of the issued and outstanding Seller Common Shares and Seller Preferred Shares (voting on an as-converted "as converted" basis), voting as a single class, representing and (ii) of this Agreement and the Merger by the affirmative vote of a majority of all votes entitled to be cast by the holders of the issued and outstanding Seller Common Shares (after giving effect to a deemed conversion of the and Seller Preferred SharesShares (voting on an "as converted" basis), voting as a single class ((i) of the Seller and (ii) collectively, the "Seller Shareholder ApprovalStockholder Approvals"), and ratification and approval of the matters described in (i) and (ii) by Seller Board following stockholder approval ("Seller Board Approval") and the Seller Partner Approval to consummate the transactions contemplated by this Agreement to which Seller is a party. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated by this Agreement to which Seller is a party have been duly authorized by all necessary corporate action on the part of Seller, except for and subject to the Seller Shareholder Stockholder Approvals, Seller Partner Approval and approval by the holders of a majority of the limited partnership interest in the Seller Partnership (the "Seller Partner Board Approval"). This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors' rights and general principles of equity. The respective Boards Seller Board, based upon the recommendation of Directors of Seller and the Seller General Partner have Special Committee, has duly and validly approved, and taken all corporate or partnership action required to be taken by them it for the consummation of the TransactionsTransactions (other than the Seller Board Approval), including but not limited to including, assuming the accuracy of the representations and warranties of Parent and Buyer in Section 3.12, all actions required to render inapplicable to the Merger and this Agreement (and the transactions provided for herein) the restrictions on "business combinations" (as defined in Section 203(a)(1) Subtitle 6 of Title 3 of the DGCLMGCL) between Seller (or any affiliate thereof) and Buyer (or any affiliate thereof) set forth in Section 203 Subtitle 6 of the DGCL.Title

Authority; Noncontravention; Consents. (a) Seller Each of Acquiror and Merger Sub has the requisite corporate power and authority to enter into this Agreement and, subject to the adoption approval of this 15 21 Agreement by the vote of the holders of the Acquiror Common Stock required to approve this Agreement and the Transactions (iincluding, without limitation, the issuance of Acquiror Common Stock in connection with the Merger) a majority of (the outstanding Seller Preferred Shares and (ii) a majority of "Acquiror Shareholder Approvals" and, together with the Seller Common Shares and Seller Preferred Shares (voting on an as-converted basis), voting as a single class, representing a majority of the issued and outstanding Seller Common Shares (after giving effect to a deemed conversion of the Seller Preferred Shares) of the Seller (collectivelyCompany Shareholder Approvals, the "Seller Shareholder ApprovalApprovals"), to consummate the transactions contemplated by this Agreement Transactions to which Seller Acquiror or Merger Sub (as the case may be) is a party. The execution and delivery of this Agreement by Seller each of Acquiror and Merger Sub and the consummation by Seller each of Acquiror and Merger Sub of the transactions contemplated by this Agreement Transactions to which Seller Acquiror or Merger Sub (as the case may be) is a party have been duly authorized by all necessary corporate action on the part of Sellereach of Acquiror and Merger Sub and no other action or proceedings on the part of Acquiror or Merger Sub are necessary to authorize this Agreement or the consummation of the Transactions, except for and subject to approval of this Agreement and the Seller issuance of Acquiror Common Stock in connection with the Merger pursuant to the Acquiror Shareholder Approval and approval by the holders of a majority of the limited partnership interest in the Seller Partnership (the "Seller Partner Approval")Approvals. This Agreement has been duly executed and delivered by Seller each of Acquiror and Merger Sub and constitutes a valid and binding obligation of Sellereach of Acquiror and Merger Sub, enforceable against Seller each of Acquiror and Merger Sub in accordance with its terms. Except as set forth in SCHEDULE 3.2.4 to the Acquiror Disclosure Letter, the execution and delivery of this Agreement by each of Acquiror and Merger Sub do not, and the consummation of the Transactions to which Acquiror or Merger Sub (as the case may be) is a party and compliance by each of Acquiror and Merger Sub with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit or alteration of rights or obligations under, or result in the creation of any Lien upon any of the properties or assets of Acquiror, Merger Sub, or any other Acquiror Subsidiary under, (i) the Articles of Incorporation or Bylaws of Acquiror and Merger Sub or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other Acquiror Subsidiary each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acquiror, Merger Sub or any other Acquiror Subsidiary or their respective properties or assets or (iii) subject to its termsthe governmental filings and other matters referred to in the following sentence, subject any Laws applicable to applicable bankruptcyAcquiror, insolvencyMerger Sub or any other Acquiror Subsidiary or their respective properties or assets, moratorium other than, in the case of clause (ii) or other similar Laws relating to creditors' (iii), any such conflicts, violations, defaults, rights and general principles of equity. The respective Boards of Directors of Seller and or Liens that either individually or in the Seller General Partner aggregate would not (x) have duly and validly approved, and taken all corporate an Acquiror Material Adverse Effect or partnership action required to be taken by them for (y) materially delay or prevent the consummation of the Transactions. No consent, including but not limited approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to all actions required to render inapplicable to Acquiror, Merger Sub or any Acquiror Subsidiary in connection with the execution and delivery of this Agreement or the consummation by Acquiror or Merger Sub, as the case may be, of any of the Transactions, except for (i) the filing with the SEC of (x) the Proxy Statement and a registration statement on Form S-4 (or other appropriate form) in connection with the registration of the Acquiror Common Stock constituting the Merger Consideration (the "Registration Statement") and this Agreement (and the transactions provided for hereiny) the restrictions on "business combinations" (as defined in such reports under Section 203(a)(113(a) of the DGCLExchange Act as may be required in connection with this Agreement and the Transactions, (ii) the filing of the Listing Application with the NYSE with respect to the shares of Acquiror Common Stock to be issued as part of the Merger consideration, (iii) the filing of the Articles of Merger with the Applicable Bodies, (iv) such filings as may be required in connection with the payment of any Transfer and Gains Taxes and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Section 203 SCHEDULE 3.2.4 to the Acquiror Disclosure Letter, (B) as may be required under (x) federal, state or local environmental laws or (y) the "blue sky" laws of various states or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the DGCL.Transactions or otherwise prevent Acquiror or Merger Sub from performing their respective obligations under this Agreement in any material respect or have, individually or in the aggregate, an Acquiror Material Adverse Effect. 3.2.5 SEC DOCUMENTS; FINANCIAL STATEMENTS; UNDISCLOSED LIABILITIES. Acquiror has filed all reports, schedules, forms, statements and other documents required to be filed with the SEC (the "Acquiror SEC Documents"). All of the Acquiror SEC Documents (other than preliminary material or 16 22 material which was subsequently amended), as of their respective filing dates, complied, or will comply, as the case may be, in all material respects with all applicable requirements of the Securities Act and the Exchange Act and, in each case, the rules and regulations promulgated thereunder applicable to such Acquiror SEC Documents. None of the Acquiror SEC Documents at the time of filing and effectiveness contained, or will contain, as the case may be, any untrue statement of a material fact or omitted, or will omit, as the case may be, to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been amended, modified or superseded by later Acquiror SEC Documents. The consolidated financial statements of Acquiror included in the Acquiror SEC Documents complied, or will comply, as the case may be, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared, or will be prepared, as the case may be, in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q promulgated under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, or will present, as the case may be, in accordance with the applicable requirements of GAAP, the consolidated financial position of Acquiror and the Acquiror Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which were not or are not expected to be material in amount). Except as set forth in the Acquiror SEC Documents filed with the SEC prior to the date hereof, or in SCHEDULE 3.2.5 to the Acquiror Disclosure Letter, and except for liabilities and obligations incurred since the Acquiror Financial Statement Date in the ordinary course of business and consistent with past practice, neither Acquiror nor any Acquiror Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Acquiror or of any unconsolidated Acquiror Subsidiary or in the notes thereto and which, individually or in the aggregate, would have an Acquiror Material Adverse Effect. 3.2.6

Authority; Noncontravention; Consents. (a) Except as set forth in SCHEDULES 4.2(a) and 4.2(c) and except for any lender consents which may be required in order to Transfer the Properties pursuant to the Benderson Loan Documents with respect to the Assumed Indebtedness, Seller and each Assigning Affiliate, as applicable, has the requisite power and authority (i) to enter into this Agreement and all documents contemplated hereunder to be entered into by Seller and each Assigning Affiliate, as applicable, (ii) to perform its obligations hereunder and thereunder and (iii) to consummate the Transfer and the other transactions contemplated hereunder and thereunder. Except as set forth in SCHEDULE 4.2(a), the execution and delivery by Seller and each Assigning Affiliate, as applicable, of this Agreement and all documents contemplated hereunder to be executed and delivered by Seller and each Assigning Affiliate, as applicable, and the consummation by it of the transactions contemplated hereunder and thereunder have been duly authorized by all necessary company, entity or partnership action, and no other company, entity or partnership proceedings on the part of Seller or the applicable Assigning Affiliate or their partners, shareholders or members are necessary to authorize any of the foregoing. This Agreement has been, and all documents contemplated hereunder to be executed by Seller and each Assigning Affiliate, as applicable, when executed and delivered will have been, duly executed and delivered by Seller and each Assigning Affiliate, as applicable, and shall constitute the valid and binding obligation of Seller and each Assigning Affiliate, as applicable, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to the enforcement of creditors' rights and by general principles of equity. Seller has the requisite corporate power and authority to enter into this Agreement and, subject to the adoption on behalf of this Agreement by holders of (i) a majority each Assigning Affiliate and all of the outstanding Seller Preferred Shares Acquired Assets and (ii) a majority each of the Seller Common Shares and Seller Preferred Shares (voting on an as-converted basis), voting as a single class, representing a majority of Properties are under the issued and outstanding Seller Common Shares (after giving effect to a deemed conversion of the Seller Preferred Shares) of the Seller (collectively, the "Seller Shareholder Approval"), to consummate the transactions contemplated by this Agreement to which Seller is a party. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated by this Agreement to which Seller is a party have been duly authorized by all necessary corporate action on the part common control of Seller, except for and subject to the Seller Shareholder Approval and approval by the holders of a majority of the limited partnership interest in the Seller Partnership (the "Seller Partner Approval"). This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors' rights and general principles of equity. The respective Boards of Directors of Seller and the Seller General Partner have duly and validly approved, and taken all corporate or partnership action required to be taken by them for the consummation of the Transactions, including but not limited to all actions required to render inapplicable to the Merger and this Agreement (and the transactions provided for herein) the restrictions on "business combinations" (as defined in Section 203(a)(1) of the DGCL) set forth in Section 203 of the DGCL.

Authority; Noncontravention; Consents. (a) Seller The Purchaser has the requisite corporate power and authority to enter into this Agreement and, subject to (i) the adoption approval of the issuance (the "SHARE ISSUANCE") of Purchaser Common Shares under this Agreement by an affirmative vote of the holders of (i) a majority of the outstanding Seller Preferred Purchaser Common Shares present at a duly convened meeting of the stockholders of the Company in accordance with the requirements of the New York Stock Exchange and (ii) a majority the approval of the Seller Common Shares and Seller Preferred Shares (voting on Charter Amendment by an as-converted basis), voting as a single class, representing affirmative vote of the holders of a majority of the issued and outstanding Seller Purchaser Common Shares (after giving effect to a deemed conversion and an affirmative vote of the Seller Preferred Shares) holders of a majority of the Seller issued and outstanding shares of Purchaser Preferred Shares in accordance with the requirements of Nevada law and the Purchaser's articles of incorporation (collectively, the approval of the Share Issuance and the approval of the Charter Amendment together referred to as the "Seller Shareholder ApprovalPURCHASER SHAREHOLDER APPROVALS"), to consummate the transactions contemplated by this Agreement to which Seller is a party. The execution and delivery of this Agreement by Seller the Purchaser and the consummation by Seller the Purchaser of the transactions contemplated by this Agreement and the Ancillary Agreements to which Seller the Purchaser is a party have been duly authorized by all necessary corporate action on the part of Sellerthe Purchaser, except for and subject to the Seller Purchaser Shareholder Approval and approval by the holders of a majority of the limited partnership interest in the Seller Partnership (the "Seller Partner Approval")Approvals. This Agreement has been duly executed and delivered by Seller the Purchaser and constitutes a constitutes, and upon their execution by the Purchaser and the Purchaser Subsidiaries the Ancillary Agreements will constitute, the legal, valid and binding obligation of Sellerthe Purchaser and the Purchaser Subsidiaries, enforceable against Seller the Purchaser and the Purchaser Subsidiaries in accordance with and subject to its their respective terms, subject to applicable bankruptcy, insolvency, moratorium insolvency or other similar Laws relating laws affecting the enforcement to creditors' rights and general principles of equityequitable principles. The respective Boards execution and delivery by the Purchaser of Directors of Seller this Agreement and the Seller General Partner have duly and validly approvedAncillary Agreements to which it is a party does not, and taken all corporate the consummation by the Purchaser of the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party and compliance by the Purchaser with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit or alteration of rights or obligations under, or result in the creation of any Encumbrance upon any of the properties or assets of the Purchaser or any Purchaser Subsidiary under the Charter and Bylaws, as amended, of the Purchaser or the comparable charter or organizational documents or partnership action required or similar agreement (as the case may be) of any Purchaser Subsidiary, any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, contract, franchise or license applicable to be taken by them for the Purchaser or any Purchaser Subsidiary or their respective properties or assets or subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to the Purchaser or any Purchaser Subsidiary, or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights or Encumbrances that either individually or in the aggregate would not (x) have a Purchaser Material Adverse Effect or (y) materially delay or prevent the consummation of the Transactionstransactions contemplated by this Agreement and the Ancillary Agreements. Without limiting the foregoing, including but the Purchaser has taken all action necessary to ensure that the issuance of the Purchaser Common Shares to Seller pursuant hereto shall not limited to all actions be deemed a violation of SECTION 8.01(a) of the Purchaser's Charter. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to render inapplicable by or with respect to the Merger Purchaser or any Purchaser Subsidiary in connection with the execution and delivery of this Agreement by the Purchaser or the consummation by the Purchaser of the transactions contemplated by this Agreement and the Ancillary Agreements, except for the filing with the SEC of (x) a proxy statement relating to the approval by the Purchaser's shareholders of the transactions contemplated by this Agreement and the Ancillary Agreements (as amended or supplemented from time to time, the "PROXY STATEMENT") and (y) such reports under SECTION 13(a) of the Exchange Act, as may be required in connection with this Agreement and the transactions provided for herein) contemplated by this Agreement, such filings as maybe required in connection with the restrictions on "business combinations" (as defined in Section 203(a)(1) payment of any Transfer and Gains Taxes, the filing of the DGCL) Charter Amendment with the Nevada Secretary of State, and such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in Section 203 SCHEDULE 4.04, or which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the DGCLtransactions contemplated by this Agreement or otherwise prevent the Purchaser from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Authority; Noncontravention; Consents. (a) Seller On or prior to the date of this Agreement, the Board of Directors of Ocwen has adopted this Agreement, has recommended approval of this Agreement to its shareholders and has directed that this Agreement be submitted to Ocwen's shareholders for approval, all in accordance with the VSCA. Ocwen has the requisite corporate power and authority to enter into this Agreement and, subject to approval of the adoption of Merger, this Agreement and the other transactions contemplated hereby by the requisite vote of the holders of (i) a majority of the outstanding Seller Preferred Shares and (ii) a majority of the Seller Common Shares and Seller Preferred Shares (voting on an as-converted basis), voting as a single class, representing a majority of the issued and outstanding Seller Ocwen Common Shares (after giving effect to a deemed conversion of the Seller Preferred Shares) of the Seller (collectively, the "Seller Ocwen Common Shareholder Approval"), to consummate the Merger and the other transactions contemplated by this Agreement to which Seller is a partyAgreement. The execution and delivery of this Agreement by Seller Ocwen and the consummation by Seller Ocwen of the transactions contemplated by this Agreement to which Seller is a party hereby have been duly authorized by all necessary corporate action on the part of SellerOcwen, except for and subject to the Seller Shareholder Approval and approval by the holders of a majority receipt of the limited partnership interest in the Seller Partnership (the "Seller Partner Ocwen Common Shareholder Approval"). This Agreement has been duly executed and delivered by Seller Ocwen and constitutes a valid and binding obligation of SellerOcwen, enforceable against Seller Ocwen in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws laws relating to creditors' rights and general principles of equity. The respective Boards filing of Directors the Proxy Statement/Prospectus (as defined below) with the SEC has been duly authorized by Ocwen's Board of Seller Directors. Except as set forth in Schedule 3.1(c) to the Ocwen Disclosure Letter, the execution and the Seller General Partner have duly and validly approveddelivery of this Agreement by Ocwen do not, and taken all corporate or partnership action required to be taken by them for the consummation of the Transactionstransactions contemplated hereby and compliance by Ocwen with the provisions of this Agreement will not, including but conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Ocwen or any Ocwen Subsidiary under, (i) the charter or by-laws of Ocwen or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Ocwen Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to Ocwen or any Ocwen Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to Ocwen or any Ocwen Subsidiary, or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not limited (x) have an Ocwen Material Adverse Effect or (y) prevent the consummation of the Merger or the other transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency (a "Governmental Entity"), is required by or with respect to all actions required Ocwen or any Ocwen Subsidiary in connection with the execution and delivery of this Agreement by Ocwen or the consummation by Ocwen of any of the transactions contemplated hereby and thereby, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a proxy statement relating to render inapplicable to the approval by Ocwen shareholders of the Merger and the other transactions contemplated hereby (as amended or supplemented from time to time, the "Proxy Statement") and (y) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) the filing of a notice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), xx xxx xx xxxxired in connection with this Agreement (Agxxxxxxx, xxx Xxxxxx and the other transactions provided for hereincontemplated by this Agreement, (iii) such filings as may be required in connection with the restrictions on "business combinations" payment of any Transfer and Gains Taxes (as defined in Section 203(a)(1herein), and (iv) of the DGCLsuch other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Section 203 Schedule 3.1(c) to the Ocwen Disclosure Letter or (B) as may be required under federal, state, local or foreign Environmental Laws (as defined herein) or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of the DGCLMerger or the other transactions contemplated hereby or otherwise prevent Ocwen from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, an Ocwen Material Adverse Effect.

Authority; Noncontravention; Consents. (a) Except as set forth in Schedule 4.2(a) of the Disclosure Schedule, Seller and each Assigning Subsidiary, as applicable, has the requisite corporate power and authority (i) to enter into this Agreement andand all documents contemplated hereunder to be entered into by Seller and each Assigning Subsidiary, subject as applicable, (ii) to perform its obligations hereunder and thereunder and (iii) to consummate the adoption Transfer and the other transactions contemplated hereunder and thereunder. Except as set forth in Schedule 4.2(a) of the Disclosure Schedule, the execution and delivery by Seller and each Assigning Subsidiary, as applicable, of this Agreement by holders of (i) a majority of the outstanding Seller Preferred Shares and (ii) a majority of the Seller Common Shares all documents contemplated hereunder to be executed and Seller Preferred Shares (voting on an as-converted basis), voting as a single class, representing a majority of the issued and outstanding Seller Common Shares (after giving effect to a deemed conversion of the Seller Preferred Shares) of the Seller (collectively, the "Seller Shareholder Approval"), to consummate the transactions contemplated by this Agreement to which Seller is a party. The execution and delivery of this Agreement delivered by Seller and each Assigning Subsidiary, as applicable, and the consummation by Seller it of the transactions contemplated by this Agreement to which Seller is a party hereunder and thereunder have been duly authorized by all necessary corporate action company, entity or partnership action, and no other company, entity or partnership proceedings on the part of SellerSeller or the applicable Assigning Subsidiary or their partners, except for and subject shareholders or members are necessary to the Seller Shareholder Approval and approval by the holders of a majority authorize any of the limited partnership interest in the Seller Partnership (the "Seller Partner Approval")foregoing. This Agreement has been been, and all documents contemplated hereunder to be executed by Seller and each Assigning Subsidiary, as applicable, when executed and delivered will have been, duly executed and delivered by Seller and constitutes a each Assigning Subsidiary, as applicable, and shall constitute the valid and binding obligation of SellerSeller and each Assigning Subsidiary, as applicable, enforceable against Seller it in accordance with and subject to its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to the enforcement of creditors' rights and by general principles of equity. The respective Boards of Directors of Seller has the power and the Seller General Partner have duly authority to cause each Assigning Subsidiary and validly approved, and taken all corporate or partnership action required Subsidiary to be taken by them for the consummation of the Transactions, including but not limited to all actions required to render inapplicable to the Merger and this Agreement (and consummate the transactions provided for herein) the restrictions on "business combinations" (as defined in Section 203(a)(1) of the DGCL) set forth in Section 203 of the DGCLcontemplated under this Agreement.

Authority; Noncontravention; Consents. (a) Seller Except as set forth in Schedule 4.2(a) of the Disclosure Schedule, Hickory and each Assigning Subsidiary, as applicable, has the requisite corporate power and authority (i) to enter into this Agreement andand all documents contemplated hereunder to be entered into by Hickory and each Assigning Subsidiary, subject as applicable, (ii) to perform its obligations hereunder and thereunder and (iii) to consummate the adoption Transfer and the other transactions contemplated hereunder and thereunder. Except as set forth in Schedule 4.2(a) of the Disclosure Schedule, the execution and delivery by Hickory and each Assigning Subsidiary, as applicable, of this Agreement and all documents contemplated hereunder to be executed and delivered by holders of (i) a majority of the outstanding Seller Preferred Shares Hickory and (ii) a majority of the Seller Common Shares and Seller Preferred Shares (voting on an as-converted basis)each Assigning Subsidiary, voting as a single classapplicable, representing a majority of the issued and outstanding Seller Common Shares (after giving effect to a deemed conversion of the Seller Preferred Shares) of the Seller (collectively, the "Seller Shareholder Approval"), to consummate the transactions contemplated by this Agreement to which Seller is a party. The execution and delivery of this Agreement by Seller and the consummation by Seller it of the transactions contemplated by this Agreement to which Seller is a party hereunder and thereunder have been duly authorized by all necessary corporate action company, entity or partnership action, and no other company, entity or partnership proceedings on the part of SellerHickory or the applicable Assigning Subsidiary or their partners, except for and subject shareholders or members are necessary to the Seller Shareholder Approval and approval by the holders of a majority authorize any of the limited partnership interest in the Seller Partnership (the "Seller Partner Approval")foregoing. This Agreement has been been, and all documents contemplated hereunder to be executed by Hickory and each Assigning Subsidiary, as applicable, when executed and delivered will have been, duly executed and delivered by Seller Hickory and constitutes a each Assigning Subsidiary, as applicable, and shall constitute the valid and binding obligation of SellerHickory and each Assigning Subsidiary, as applicable, enforceable against Seller it in accordance with and subject to its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to the enforcement of creditors' rights and by general principles of equity. The respective Boards of Directors of Seller Hickory has the power and the Seller General Partner have duly and validly approved, and taken all corporate or partnership action required authority to be taken by them for the consummation of the Transactions, including but not limited cause each Assigning Subsidiary to all actions required to render inapplicable to the Merger and this Agreement (and consummate the transactions provided for herein) the restrictions on "business combinations" (as defined in Section 203(a)(1) of the DGCL) set forth in Section 203 of the DGCLcontemplated under this Agreement.

Authority; Noncontravention; Consents. On or prior to the date of this Agreement, the Board of Directors of Acquisition Sub has adopted this Agreement and has recommended this Agreement to its sole shareholder, and the sole shareholder of Acquisition Sub has approved this Agreement, all such actions being taken in accordance with the VSCA. On or prior to the date of this Agreement, the Board of Directors of Purchaser has adopted this Agreement, has declared the Merger advisable and fair to and in the best interests of Purchaser and its shareholders, has recommended approval of the issuance of Purchaser Common Shares pursuant to this Agreement (athe "Share Issuance") Seller to its shareholders and has directed that this Agreement be submitted to Purchaser's shareholders for approval, all in accordance with the Florida Business Corporation Act (the "FBCA"). Purchaser has the requisite corporate power and authority to enter into this Agreement and, subject to approval of the adoption Share Issuance by the requisite vote of this Agreement by the holders of (i) a majority of the outstanding Seller Preferred Shares and (ii) a majority of the Seller Common Shares and Seller Preferred Shares (voting on an as-converted basis), voting as a single class, representing a majority of the issued and outstanding Seller Purchaser Common Shares (after giving effect to a deemed conversion of the Seller Preferred Shares) of the Seller (collectively, the "Seller Purchaser Common Shareholder Approval"), to consummate the Merger and the other transactions contemplated by this Agreement. Acquisition Sub has the requisite corporate power and authority to enter into this Agreement and to which Seller is a partyconsummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by Seller Purchaser and the consummation by Seller Purchaser of the transactions contemplated by this Agreement to which Seller is a party hereby have been duly authorized by all necessary corporate action on the part of SellerPurchaser, except for and subject to the Seller Shareholder Approval and approval by the holders of a majority receipt of the limited partnership interest in the Seller Partnership (the "Seller Partner Purchaser Common Shareholder Approval"). This Agreement has been duly executed and delivered by Seller Purchaser and Acquisition Sub and constitutes a the valid and binding obligation of Sellereach of Purchaser and Acquisition Sub, enforceable against Seller each of them in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws laws relating to creditors' rights and general principles of equity. The respective Boards filing of Directors the Form S-4 (as hereinafter defined) has been authorized by the Purchaser's Board of Seller Directors. Except as set forth in Schedule 3.2(c) to the Purchaser Disclosure Letter, the execution and the Seller General Partner have duly delivery of this Agreement by Purchaser and validly approvedAcquisition Sub do not, and taken all corporate or partnership action required to be taken by them for the consummation of the Transactionstransactions contemplated hereby and compliance by Purchaser and Acquisition Sub with the provisions of this Agreement will not, including but conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any Purchaser Subsidiary under, (i) the charter or by-laws of Purchaser or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Purchaser Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to Purchaser or any Purchaser Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to Purchaser or any Purchaser Subsidiary, or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not limited (x) have a Purchaser Material Adverse Effect or (y) prevent the consummation of the Merger or the other transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to all actions Purchaser or any Purchaser Subsidiary in connection with the execution and delivery of this Agreement by Purchaser or the consummation by Purchaser of any of the transactions contemplated hereby and thereby, except for (i) the filing with the SEC of (x) the Form S-4 and the Proxy Statement/Prospectus and (y) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (ii) the filing of a notice under the HSR Act, as may be required to render inapplicable to in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement Agreement, (iii) such filings as may be required in connection with the payment of any Transfer and the transactions provided for herein) the restrictions on "business combinations" Gains Taxes (as defined in Section 203(a)(1herein), and (iv) of the DGCLsuch other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Section 203 Schedule 3.2(d) to the Purchaser Disclosure Letter or (B) as may be required under federal, state, local or foreign Environmental Laws or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of the DGCLMerger or the other transactions contemplated hereby or otherwise prevent Purchaser or Acquisition Sub from performing their obligations under this Agreement in any material respect or have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Authority; Noncontravention; Consents. (a) Seller ROC has the requisite corporate power and authority to enter into this Agreement and, subject to approval of the adoption of Merger, this Agreement and the other Transactions contemplated hereby by the requisite vote of the holders of the ROC Common Stock (i) a majority of the outstanding Seller Preferred Shares and (ii) a majority of the Seller Common Shares and Seller Preferred Shares (voting on an as-converted basis), voting as a single class, representing a majority of the issued and outstanding Seller Common Shares (after giving effect to a deemed conversion of the Seller Preferred Shares) of the Seller (collectively, the "Seller Shareholder ApprovalROC Stockholder Approvals"), to consummate the transactions Transactions contemplated by this Agreement to which Seller ROC is a party. ROC has the requisite corporate power and authority to enter into the ROC Option Agreement and to consummate the Transactions contemplated thereby to which ROC is a party. The execution and delivery of this Agreement and the ROC Option Agreement by Seller ROC and the consummation by Seller ROC of the transactions Transactions contemplated by this Agreement hereby and thereby to which Seller ROC is a party have been duly authorized by all necessary corporate action on the part of SellerROC, except for and subject to approval of this Agreement pursuant to the Seller Shareholder Approval and approval by the holders of a majority of the limited partnership interest in the Seller Partnership (the "Seller Partner Approval")ROC Stockholder Approvals. This Agreement has and the ROC Option Agreement have been duly executed and delivered by Seller ROC and constitutes a constitute valid and binding obligation obligations of SellerROC, enforceable against Seller ROC in accordance with their terms. The ROC Principal Proxies have been duly executed and delivered by the ROC Principals and constitute valid and binding proxies of the ROC Principals enforceable in accordance with their terms. Except as set forth in Schedule 3.1(d) to the ROC Disclosure Letter, the execution and delivery of this Agreement and the ROC Option Agreement by ROC do not, and the consummation of the Transactions contemplated hereby and thereby to which ROC is a party and compliance by ROC with the provisions of this Agreement and the ROC Option Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of ROC or any ROC Subsidiary under, (i) the Charter or By-laws of ROC or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any ROC Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to ROC or any ROC Subsidiary or their respective properties or assets or (iii) subject to its termsthe governmental filings and other matters referred to in the following sentence, subject any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to applicable bankruptcyROC or any ROC Subsidiary, insolvencyor their respective properties or assets, moratorium other than, in the case of clause (ii) or other similar Laws relating to creditors' (iii), any such conflicts, violations, defaults, rights and general principles of equity. The respective Boards of Directors of Seller and or Liens that individually or in the Seller General Partner aggregate would not (x) have duly and validly approved, and taken all corporate a ROC Material Adverse Effect or partnership action required to be taken by them for (y) prevent the consummation of the Transactions. No consent, including but not limited approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency (a "Governmental Entity"), is required by or with respect to all actions required to render inapplicable ROC or any ROC Subsidiary in connection with the execution and delivery of this Agreement or the ROC Option Agreement by ROC or the consummation by ROC of the other Transactions contemplated hereby and thereby, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the Merger and approval by ROC stockholders of the Merger, this Agreement (and the transactions provided for hereinother Transactions contemplated by this Agreement and the approval by Chateau stockholders of the issuance of the Merger Consideration to the ROC stockholders (as amended or supplemented from time to time, the "Proxy Statement") and a registration statement relating to the issuance of the Merger Consideration (the "Registration Statement") and (y) such reports under Section 13(a) and Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the Transactions contemplated by this Agreement, (ii) the restrictions on "business combinations" filing of the Articles of Merger for the Merger with the Department of Assessments and Taxation of the State of Maryland, (iii) such filings as may be required in connection with the payment of any Transfer and Gains Taxes (as defined in Section 203(a)(1below) of the DGCLand (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in Section 203 Schedule 3.1(d) to the ROC Disclosure Letter or (A) as may be required under (x) federal, state, local or foreign environmental laws or (y) the "blue sky" laws of various states or (B) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the DGCLTransactions contemplated by this Agreement or otherwise prevent ROC from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a ROC Material Adverse Effect.

Authority; Noncontravention; Consents. (a) Except as set forth in Schedule 4.2(a), Seller and each Assigning Subsidiary, as applicable, has the requisite corporate power and authority (i) to enter into this Agreement andand all documents contemplated hereunder to be entered into by Seller and each Assigning Subsidiary, subject as applicable, (ii) to perform its obligations hereunder and thereunder and (iii) to consummate the adoption Transfer and the other transactions contemplated hereunder and thereunder. Except as set forth in Schedule 4.2(a), the execution and delivery by Seller and each Assigning Subsidiary, as applicable, of this Agreement by holders of (i) a majority of the outstanding Seller Preferred Shares and (ii) a majority of the Seller Common Shares all documents contemplated hereunder to be executed and Seller Preferred Shares (voting on an as-converted basis), voting as a single class, representing a majority of the issued and outstanding Seller Common Shares (after giving effect to a deemed conversion of the Seller Preferred Shares) of the Seller (collectively, the "Seller Shareholder Approval"), to consummate the transactions contemplated by this Agreement to which Seller is a party. The execution and delivery of this Agreement delivered by Seller and each Assigning Subsidiary, as applicable, and the consummation by Seller it of the transactions contemplated by this Agreement to which Seller is a party hereunder and thereunder have been duly authorized by all necessary corporate action company, entity or partnership action, and no other company, entity or partnership proceedings on the part of SellerSeller or the applicable Assigning Subsidiary or their partners, except for and subject shareholders or members are necessary to the Seller Shareholder Approval and approval by the holders of a majority authorize any of the limited partnership interest in the Seller Partnership (the "Seller Partner Approval")foregoing. This Agreement has been been, and all documents contemplated hereunder to be executed by Seller and each Assigning Subsidiary, as applicable, when executed and delivered will have been, duly executed and delivered by Seller and constitutes a each Assigning Subsidiary, as applicable, and shall constitute the valid and binding obligation of SellerSeller and each Assigning Subsidiary, as applicable, enforceable against Seller it in accordance with and subject to its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to the enforcement of creditors' rights and by general principles of equity. The respective Boards of Directors of Seller and the Seller General Partner have duly and validly approved, and taken all corporate or partnership action required to be taken by them for the consummation of the Transactions, including but not limited to all actions required to render inapplicable to the Merger and this Agreement (and the transactions provided for herein) the restrictions on "business combinations" (as defined in Section 203(a)(1) of the DGCL) set forth in Section 203 of the DGCL.