Common use of Authority; Noncontravention; Consents Clause in Contracts

Authority; Noncontravention; Consents. The Company has the requisite trust power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement to which the Company is a party. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement to which the Company is a party have been duly authorized by all necessary trust action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Except as set forth in Schedule 3.2(c) attached hereto, the execution and delivery of this Agreement by the Company do not, and the consummation of the transactions contemplated by this Agreement to which the Company is a party and compliance by the Company 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 material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Declaration of Trust or the Bylaws of the Company, (ii) 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 the Company or its properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to the Company or its 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 (x) have a Company Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the SDAT and the Certificates of Merger with the Secretary of State of the State of Delaware and (ii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c), (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 transactions contemplated by this Agreement or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Company Material Adverse Effect.

Authority; Noncontravention; Consents. (a) The Company has the all requisite trust corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement to which the Company is a partyperform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement to which the Company is a party hereby have been duly authorized by all necessary trust corporate action on the part of Company, subject only to the Companyreceipt of the Company Requisite Stockholder Approvals. This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by the other parties hereto) constitutes a the valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except (i) as may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws affecting or relating to the enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The Company is not in violation of or default under (i) any provisions of the Company’s Certificate of Incorporation or bylaws, (ii) any instrument, judgment, order, writ or decree, (iii) any note, indenture or mortgage, or (iv) any Company Material Contract. Except as set forth in Schedule 3.2(c) attached heretoThe execution, the execution delivery and delivery performance of this Agreement by the Company do not, and the consummation of the transactions contemplated by this Agreement to which the Company is a party and compliance by the Company with the provisions of this Agreement will not, conflict with, or not result in any such violation ofor be in conflict with or constitute, or default (with or without notice the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or lapse of timeagreement, (ii) a default under any Company Material Contract, or both(iii) under, or give rise to a right of termination, cancellation or an event which results in the acceleration of any obligation or to payment, the loss of a material benefit underany right, or result in the creation of any lien lien, charge or encumbrance upon any of the properties or assets of the Company under, (i) the Declaration of Trust or the Bylaws suspension, revocation, forfeiture or nonrenewal of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, contract, franchise material permit or license applicable to the Company or its properties or assets or Company. (iiic) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to the Company or its 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 (x) have a Company Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreementhereby, except for for: (i) the filing of the Articles Certificate of Merger with the SDAT and the Certificates of Merger with the Secretary of State of the State of Delaware and Merger; (ii) such other any consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c), (B) as may be required under (x) federal, applicable federal and state or local environmental securities laws or (y) and the "blue sky" securities laws of various states or any foreign country; and (Ciii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not prevent have a Material Adverse Effect on the Company and would not prevent, materially alter or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Company Material Adverse EffectAgreement.

Authority; Noncontravention; Consents. The Company has the requisite trust power and authority to enter into this Agreement and, subject to approval of this Agreement by the vote of the holders of the Common Shares required to approve this Agreement and the Transactions (the "Company Shareholder Approvals"), to consummate the transactions contemplated by this Agreement Transactions to which the Company is a party. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions to which the Company is a party have been duly authorized by all necessary trust action on the part of the CompanyCompany and no other action or proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the Transactions, subject to approval of this Agreement pursuant to the Company Shareholder Approvals. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Except as set forth in Schedule 3.2(c) attached heretoSCHEDULE 3.1.4 to the Company Disclosure Letter, the execution and delivery of this Agreement by the Company do not, 6 12 and the consummation of the transactions contemplated by this Agreement Transactions to which the Company is a party and compliance by the Company 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 material benefit or alteration of rights or obligations under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any Company Subsidiary under, (i) the Declaration of Trust Company's Charter and the Company's Bylaws, or the Bylaws comparable charter or organizational documents or partnership or similar agreement (as the case may be) of the Companyany Company Subsidiary, (ii) 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 the Company or its any Company 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 the Company or its any Company 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 Liens that either individually or in the aggregate would not (x) have a Company Material Adverse Effect or (y) materially delay or prevent the consummation of the transactions contemplated by this AgreementTransactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this AgreementTransactions, except for (i) the filing with the SEC of (x) a joint proxy statement relating to the Company Shareholder Approvals and the Acquiror Shareholder Approvals of the Transactions (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, (ii) the filing of the Articles of Merger with the SDAT and the Certificates of Merger Applicable Bodies, (iii) such filings as may be required in connection with the Secretary payment of State of the State of Delaware any Transfer and Gains Taxes and (iiiv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c)SCHEDULE 3.1.4 to the Company 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 transactions contemplated by this Agreement Transactions or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Company Material Adverse Effect.

Authority; Noncontravention; Consents. The Company (a) Such Shareholder has the requisite trust full and absolute legal right, capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement to which is the Company is a party. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement to which the Company is a party have been duly authorized by all necessary trust action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Companysuch Shareholder, enforceable against the Company such Shareholder in accordance with its terms, except as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Laws affecting creditors rights generally or by general principles of equity. If such Shareholder is a trust, such trust is a validly created and existing trust under applicable state law. (b) Except as set forth in Schedule 3.2(c) attached heretothe Disclosure Letter, neither the execution execution, delivery and delivery performance of this Agreement by the Company do not, and such Shareholder nor the consummation of the transactions contemplated by this Agreement to which the Company is a party and hereby nor compliance by the Company such Shareholder with any of the provisions of this Agreement hereof will not, (i) conflict with, or result in any violation violations of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation obligations contained in or to the loss of a any material benefit under, any term, condition or result in the creation provision of any lien upon Contract to which such Shareholder is a party, or by which such Shareholder or any of the his or its properties may be bound or assets of the Company under, (i) the Declaration of Trust or the Bylaws of the Company, (ii) violate any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, contract, franchise or license Law applicable to the Company such Shareholder or any of his or its properties properties, which conflict or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to the Company or its 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 violation would not (x) have a Company Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consentAgreement or result in an Encumbrance on or against any assets, approvalrights or properties of the Company or on or against any capital stock of the Company or give rise to any claim against the Company, order or authorization ofAcquisition Sub, or registrationany Affiliate of Acquisition Sub or have any material adverse effect on the business or assets of the Company or Acquisition Sub. (c) Except as contemplated by this Agreement, declaration no Permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Entity Person (governmental or private) is required by or with respect to the Company in connection with the execution execution, delivery and delivery performance by such Shareholder of this Agreement by the Company or the consummation by the Company such Shareholder of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the SDAT and the Certificates of Merger with the Secretary of State of the State of Delaware and (ii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c), (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 transactions contemplated by this Agreement or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Company Material Adverse Effecthereby.

Authority; Noncontravention; Consents. The Company (a) Such Shareholder has the requisite trust full and absolute legal right, capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement to which is the Company is a party. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement to which the Company is a party have been duly authorized by all necessary trust action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Companysuch Shareholder, enforceable against the Company such Shareholder in accordance with its terms, except as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Laws affecting creditors rights generally or by general principles of equity. If such Shareholder is a trust, such trust is a validly created and existing trust under applicable state law. (b) Except as set forth in on Schedule 3.2(c) attached hereto3.2 of the Disclosure Letter, neither the execution execution, delivery and delivery performance of this Agreement by the Company do notsuch Shareholder, and nor the consummation of the transactions contemplated hereby by this Agreement to which the Company is a party and such Shareholder, nor compliance by the Company such Shareholder with any of the provisions of this Agreement hereof will not, (i) conflict with, or result in any violation violations of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation obligations contained in, or to the loss of a any material benefit under, any term, condition or result in the creation provision of any lien upon Contract to which such Shareholder is a party, or by which such Shareholder or any of the his, her or its properties may be bound or assets of the Company under, (i) the Declaration of Trust or the Bylaws of the Company, (ii) violate any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, contract, franchise or license Law applicable to the Company such Shareholder or any of his, her or its properties properties, which conflict or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to the Company or its 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 violation would not (x) have a Company Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consentAgreement or result in an Encumbrance on or against any capital stock of Holding. (c) Except as contemplated by this Agreement or as set forth on Schedule 3.2 of the Disclosure Letter, approvalno Permit, order authorization, consent or authorization ofapproval of or by, or registration, declaration any notification of or filing with, any Governmental Entity Person (governmental or private) is required by or with respect to the Company in connection with the execution execution, delivery and delivery performance by such Shareholder of this Agreement by the Company or the consummation by the Company such Shareholder of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the SDAT and the Certificates of Merger with the Secretary of State of the State of Delaware and (ii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c), (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 transactions contemplated by this Agreement or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Company Material Adverse Effecthereby.

Authority; Noncontravention; Consents. (a) The Company has all the requisite trust corporate power and authority to enter into this Agreement and each Related Document to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement to which the Company is a partyhereby and thereby. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement each Related Document to which the Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary trust corporate action on the part of the Company including, without limitation, approval, if required, by the stockholders of the Company. This Agreement and each Related Document to which the Company is a party has been or will be at or prior to the Closing duly and validly executed and delivered by the Company and constitutes a is or will be the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Except as set forth in Schedule 3.2(c. (b) attached heretoNeither the execution, the execution delivery and delivery performance of this Agreement by the Company do not, and the consummation of the transactions contemplated by this Agreement each Related Document to which the Company is a party and nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with the provisions of this Agreement will not, any provision hereof or thereof shall (i) conflict with, or result in any violation violations of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or to the loss of a any material benefit under, or result in the creation of any lien Encumbrance upon any of the properties Purchased Assets under any term, condition or assets provision of (x) the Company's Fundamental Documents or (y) except as set forth on Schedule 5.2(b), any Contract to which the Company under, (i) the Declaration of Trust is a party or the Bylaws of the Company, (ii) 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 the Company or by which its properties or assets are bound, or (iiiii) subject to the governmental filings and other matters referred to in the following sentence, violate any Laws applicable to the Company or any of its properties or assets, other than, in the case of clause properties. (iic) or (iiiExcept as set forth on Schedule 5.2(c), any such conflicts, violations, defaults, rights or liens that individually or in the aggregate would not (x) have a Company Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No no consent, approval, order Order or authorization of, or registration, declaration or filing with, or notification to any Governmental Entity or any other third Person is required by or with respect to the Company in connection with the execution execution, delivery and delivery of this Agreement by the Company or the consummation performance by the Company of this Agreement or the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the SDAT and the Certificates of Merger with the Secretary of State of the State of Delaware and (ii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c), (B) as may be required under (x) federal, state Related Documents to which it is a party 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 transactions contemplated by this Agreement hereby or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Company Material Adverse Effectthereby.

Authority; Noncontravention; Consents. The Company has the requisite trust corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement to which the Company is a party. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement hereby to which the Company is a party have been duly authorized and approved in the manner required by all necessary trust action on the part Company Charter and the Company's Bylaws, by applicable law or by applicable regulations of any stock exchange or other regulatory body, and by the Company's Board of Directors. No approval by the stockholders of the CompanyCompany is required to complete the Merger and the other transactions contemplated hereby, including without limitation, under the rules of the NYSE. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Except as set forth in Schedule 3.2(c) attached hereto, the The execution and delivery of this Agreement by the Company do does not, and the consummation of the transactions contemplated by this Agreement hereby to which the Company is a party and compliance by the Company 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 material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any Company Subsidiary under, (i) the Declaration of Trust Company Charter or Company's Bylaws or the Bylaws comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Company Subsidiary, each as amended or supplemented to the Companydate of this Agreement, (ii) 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 the Company or its any Company 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 the Company or its any Company 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 Liens that individually or in the aggregate would not (x) have a Company Material Adverse Effect or (y) prevent the consummation of the Merger or the other transactions contemplated by this Agreementhereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of any of the transactions contemplated by this Agreementhereby and thereby, except for (i) the filing of the Articles of Merger with the VSCC and the SDAT, (ii) the filing with the Securities and Exchange Commission (the "SEC") of such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the other transactions contemplated by this Agreement, (iii) such filings as may be required in connection with the payment of any Transfer and Gains Taxes, (iv) the acceptance for record of the Articles of Merger by the SDAT and the Certificates issuance of a Certificate of Merger with by the Secretary of State of the State of Delaware VSCC, and (iiv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c)3.2(d) to the Company Disclosure Letter, (B) as may be required under (x) federal, state or local environmental laws or Environmental Laws, (yC) as may be required under the "blue sky" laws of various states or (CD) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Company Material Adverse Effect. For purposes of determining compliance with the HSR Act, the Company confirms that the conduct of its business consists solely of investing in, owning, developing and operating real estate for the benefit of its shareholders and the unitholders of the Company Operating Partnership.

Authority; Noncontravention; Consents. The Company Suites has the requisite trust corporate power and authority to enter into this Agreement and, subject to approval of the Merger, this Agreement and the other transactions contemplated hereby by the requisite vote of the holders of the Suites Common Shares (the "Suites Common Shareholder Approval"), to consummate the Merger and the other transactions contemplated by this Agreement to which the Company is a partyAgreement. The execution and delivery of this Agreement by the Company Suites and the consummation by the Company Suites of the transactions contemplated by this Agreement to which the Company is a party hereby have been duly authorized by all necessary trust corporate action on the part of Suites, subject to receipt of the CompanySuites Common Shareholder Approval. This Agreement has been duly executed and delivered by the Company Suites and constitutes a valid and binding obligation obligations of the CompanySuites, enforceable against the Company Suites in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. Except as set forth in Schedule 3.2(c3.1(d) attached heretoto the Suites Disclosure Letter, the execution and delivery of this Agreement by the Company Suites do not, and the consummation of the transactions contemplated by this Agreement to which the Company is a party hereby and compliance by the Company Suites 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 material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company Suites or any Suites Subsidiary under, (i) the Declaration charter or by-laws of Trust Suites or the Bylaws comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Suites Subsidiary, each as amended or supplemented to the Companydate of this Agreement, (ii) 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 the Company Suites or its any Suites 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 judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to the Company Suites or its any Suites 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 Liens that individually or in the aggregate would not (x) have a Company Suites Material Adverse Effect or (y) prevent the consummation of the Merger or the other transactions contemplated by this Agreementhereby. 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 Entity"), is required by or with respect to the Company Suites or any Suites Subsidiary in connection with the execution and delivery of this Agreement by the Company Suites or the consummation by the Company Suites of any of the transactions contemplated by this Agreementhereby and thereby, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a proxy statement relating to the approval by Suites shareholders of the Articles Merger and the other transactions contemplated hereby (as amended or supplemented from time to time, the "Proxy Statement"), (y) the registration statement on Form S-4 of the Company, of which the Proxy Statement shall be a part (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") relating to the issuance of the Merger Consideration, and (z) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) such filings as may be required in connection with the SDAT payment of any Transfer and the Certificates of Merger with the Secretary of State of the State of Delaware Gains Taxes (as defined herein), and (iiiii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c), 3.1(d) to the Suites Disclosure Letter or (B) as may be required under (x) federal, state state, local or local environmental laws or foreign Environmental Laws (yas defined herein) 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 Merger or the other transactions contemplated by this Agreement hereby or otherwise prevent the Company Suites from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Company Suites Material Adverse Effect.

Authority; Noncontravention; Consents. The Company has the requisite trust corporate power and authority to enter into this Agreement and, subject to approval of this Agreement by the vote of the holders of the Common Stock required to approve this Agreement and the transactions contemplated hereby (the "Company Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which the Company is a party. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement to which the Company is a party have been duly authorized by all necessary trust corporate action on the part of the Company, subject to approval of this Agreement pursuant to the Company Shareholder Approvals. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Except for approval of the amendments to the Operating Partnership Agreement or approval of the Operating Partnership Transaction, as the case may be, contemplated under Section 1.4 or as set forth in Schedule 3.2(c3.1(d) attached heretoto the Company Disclosure Letter, the execution and delivery of this Agreement by the Company do not, and the consummation of the transactions contemplated by this Agreement to which the Company is a party and compliance by the Company 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 material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any Company Subsidiary under, (i) the Declaration Articles of Trust Amendment and Restatement of Articles of Incorporation or the Amended and Restated Bylaws of the CompanyCompany or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Company Subsidiary, (ii) 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 the Company or its any Company 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 judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to the Company or its any Company 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 Liens that individually or in the aggregate would not (x) have a Company Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this AgreementTransactions. 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, domestic or foreign (a "Governmental Entity Entity"), is required by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (i) the filing by any person in connection with any of the Transactions of a pre-merger notification and report form under the Hart-Scott-Rodinx Xxxxxxxxx Xxxxxvements Act of 1976, as amended (the "HSR Act"), to the extent applicable, (ii) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by the Company's stockholders and Camden's shareholders of the transactions contemplated by this Agreement (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"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of Articles of Merger with the SDAT and the Certificates Certificate of Merger with the Secretary of State of the State of Delaware Delaware, (iv) such filings as may be required in connection with the payment of any Transfer and Gains Taxes (as defined below) and (iiv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c)3.1(d) to the Company 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 transactions contemplated by this Agreement or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Company Material Adverse Effect.

Authority; Noncontravention; Consents. The Company has the requisite trust corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement to which the Company is a party. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement hereby to which the Company is a party have been duly authorized and approved in the manner required by all necessary trust action on the part Company Charter and the Company's Bylaws, by applicable law or by applicable regulations of any stock exchange or other regulatory body, and by the Company's Board of Directors. No approval by the stockholders of the CompanyCompany is required to complete the Merger and the other transactions contemplated hereby, including without limitation, under the rules of the NYSE. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Except as set forth in Schedule 3.2(c) attached hereto, the The execution and delivery of this Agreement by the Company do does not, and the consummation of the transactions contemplated by this Agreement hereby to which the Company is a party and compliance by the Company 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 material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any Company Subsidiary under, (i) the Declaration of Trust Company Charter or Company's Bylaws or the Bylaws comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Company Subsidiary, each as amended or supplemented to the Companydate of this Agreement, (ii) 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 the Company or its any Company 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 the Company or its any Company 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 Liens that individually or in the aggregate would not (x) have a Company Material Adverse Effect or (y) prevent the consummation of the Merger or the other transactions contemplated by this Agreementhereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of any of the transactions contemplated by this Agreementhereby and thereby, except for (i) the filing of the Articles of Merger with the VSCC and the SDAT, (ii) the filing with the Securities and Exchange Commission (the "SEC") of such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the other transactions contemplated by this Agreement, (iii) such filings as may be required in connection with the payment of any Transfer and Gains Taxes, (iv) the acceptance for record of the Articles of Merger by the SDAT and the Certificates issuance of a Certificate of Merger with by the Secretary of State of the State of Delaware VSCC, and (iiv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c3.2( (d)) to the Company Disclosure Letter, (B) as may be required under (x) federal, state or local environmental laws or Environmental Laws, (yC) as may be required under the "blue sky" laws of various states or (CD) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Company Material Adverse Effect. For purposes of determining compliance with the HSR Act, the Company confirms that the conduct of its business consists solely of investing in, owning, developing and operating real estate for the benefit of its shareholders and the unitholders of the Company Operating Partnership.

Authority; Noncontravention; Consents. (a) The Company has the requisite trust full and absolute legal right, capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement to which the Company is a party. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement to which the Company is a party have been duly authorized by all necessary trust action on the part of the CompanyAgreement. This Agreement has been duly and validly executed and delivered by the Company and constitutes a Company. This Agreement is the valid and binding obligation of such the Company, enforceable against the Company in accordance with its terms. Except as set forth in Schedule 3.2(c. (b) attached heretoNone of the execution, the execution and delivery of this Agreement and/or performance by the Company do notof this Agreement, and the consummation of the transactions contemplated by this Agreement to which the Company is a party and hereby or compliance by the Company with any of the provisions of this Agreement hereof does or will not, (A) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to a any right of termination, amendment, cancellation or acceleration of any obligation obligations contained in, or to the loss of a material any benefit under, any term, condition or result in the creation provision of any lien upon any of the properties or assets Fundamental Document of the Company underor any material Contract to which the Company is a party, (i) the Declaration of Trust or the Bylaws of the Company, (ii) 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 by which the Company or its properties or assets or properties may be bound or (iiiB) subject to the governmental filings and other matters referred to in the following sentence, violate any Laws Law applicable to the Company Company, which conflict or its 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 (x) have a Company Material Adverse Effect or (y) violation could prevent the consummation of the transactions contemplated by this Agreement. No Agreement or results in an Encumbrance on or against any assets, rights or properties of the Company or give rise to any claim against the Company. (c) Except as contemplated by this Agreement or except for the filing of any notice which may be required under applicable federal or state securities law (which, if required, has been or shall be filed on a timely basis as may be so required), no consent, approval, order Permit, Order, notification or authorization of, or any exemption from or registration, declaration or filing with, any Governmental Entity or any Person is required by or with respect to the Company in connection with the execution execution, delivery and delivery performance by the Company of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the SDAT and the Certificates of Merger with the Secretary of State of the State of Delaware and (ii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c), (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 transactions contemplated by this Agreement or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Company Material Adverse Effecthereby.

Authority; Noncontravention; Consents. (a) The Company has all the requisite trust power and authority to enter into this Agreement Agreement, each Related Document to which it is a party and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of this Agreement, each Related Document to which it is a party and all transactions contemplated hereby and thereby and to consummate perform their respective obligations hereunder and thereunder; the transactions contemplated by this Agreement to which the Company is a party. The execution execution, delivery and delivery performance of this Agreement by the Company and each Related Document to which it is a party and the consummation by the Company of the transactions contemplated by this Agreement to which the Company is a party hereby and thereby have been duly and validly authorized by all necessary trust corporate action on the part of the Company. This ; and this Agreement and each Related Document to which it is a party has been duly and validly executed and delivered by the Company and constitutes a is the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Except as set forth in Schedule 3.2(c. (b) attached heretoNeither the execution, the execution delivery and delivery performance of this Agreement by the Company do not, and the consummation of the transactions contemplated by this Agreement Related Documents to which the Company is a party and nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with the provisions of this Agreement any provision hereof will not, (i) conflict with, or result in any violation violations of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or to the loss of a material any benefit under, or result in the creation of any lien Encumbrance upon any of the properties or assets asset of the Company underunder any term, condition or provision of (ix) the Declaration of Trust Company's Fundamental Documents, or the Bylaws (y) except as set forth on SCHEDULE 6.4 of the CompanyDisclosure Letter, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, contract, franchise or license applicable Contract to which the Company is a party or by which any of its properties or assets are bound, or (iiiii) subject to the governmental filings and other matters referred to in the following sentence, violate any Laws applicable to the Company or any of its properties or assets, other than, in the case of clause properties. (iic) or (iii), any such conflicts, violations, defaults, rights or liens that individually or in the aggregate would not (x) have a Company Material Adverse Effect or (y) prevent the consummation Except as set forth on SCHEDULE 6.4 of the transactions contemplated by this Agreement. No Disclosure Letter, no consent, approval, order Order or authorization of, or registration, declaration or filing with, or notification to any Governmental Entity or any other third party is required by or with respect to the Company in connection with the execution execution, delivery and delivery of this Agreement by the Company or the consummation performance by the Company of this Agreement or the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the SDAT and the Certificates of Merger with the Secretary of State of the State of Delaware and (ii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c), (B) as may be required under (x) federal, state Related Documents to which it is a party 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 transactions contemplated by this Agreement hereby or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Company Material Adverse Effectthereby.

Authority; Noncontravention; Consents. (a) The Company has the requisite trust power and authority to enter into this Agreement and and, subject to the affirmative vote of at least two-thirds of the outstanding Company Common Shares entitled to vote thereon to approve the Merger (the "Company Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which the Company or any Company Subsidiary is a party. The execution and delivery of this Agreement by the Company and the consummation by the Company or any Company Subsidiary of the transactions contemplated by this Agreement to which the Company or any Company Subsidiary is a party have been duly authorized by all necessary trust action on the part of the CompanyCompany or such Company Subsidiary, subject to the Company Shareholder Approvals. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Except as , subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (b) Subject to the disclosure set forth in Schedule 3.2(c) attached hereto2.7, the execution and delivery of this Agreement by the Company do not, and the consummation of the transactions contemplated by this Agreement to which the Company or any Company Subsidiary is a party and compliance by the Company 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 material obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any Company Subsidiary under, (i) the Declaration of Trust or the Bylaws Company By-laws or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Company Subsidiary, in each case as amended or supplemented to the Companydate of this Agreement, (ii) 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 the Company or its any Company 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 judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to the Company or its any Company Subsidiary, or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights rights, loss or liens Liens that individually or in the aggregate would not (x) have a Company Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No Subject to the disclosure as set forth on Schedule 2.7, 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, domestic or foreign (a "Governmental Entity Entity"), is required by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the SDAT Securities and Exchange Commission (the Certificates "SEC") of Merger with the Secretary of State of the State of Delaware and (ii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c), (B) as may be required under (x) federal, state or local environmental laws or (y) a proxy statement relating to the "blue sky" laws of various states or (C) which, if not obtained or made, would not prevent or delay in any material respect approval by the consummation of any Company's shareholders of the transactions contemplated by this Agreement (as amended or otherwise prevent supplemented from time to time, the Company from performing its obligations "Proxy Statement"), (y) registration statements on appropriate forms under this Agreement in any material respect or havethe Securities Act of 1933, individually or in as amended (the aggregate"Securities Act"), a Company Material Adverse Effect.and the Securities Exchange Act of 1934, as amended (the "Exchange Act"),