Common use of Authority Relative to this Agreement and the Ancillary Agreements Clause in Contracts

Authority Relative to this Agreement and the Ancillary Agreements. Each of TW and the Company has all necessary corporate power and authority to execute and deliver this Agreement and the ancillary agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. As of the Closing Date, each of Newco A Sub and Newco B Sub (i) will have adopted and approved this Agreement and the A Merger and the B Merger, as the case may be, by all requisite action (required for a limited liability company or corporation, as the case may be) and (ii) will have all necessary corporate power and authority to execute and deliver the ancillary agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the ancillary agreements to which it is a party by each of TW, the Company, Newco A Sub and Newco B Sub and the consummation by TW, the Company, Newco A Sub and Newco B Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of TW or the Company, as the case may be, are necessary to authorize this Agreement and the ancillary agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. As of the Closing Date, the execution and delivery of the ancillary agreements to which it is a party by each of Newco A Sub and Newco B Sub and the consummation by Newco A Sub and Newco B Sub, respectively, of the transactions contemplated thereby will have been duly and validly authorized by all necessary action, and no other proceedings on the part of Newco A Sub or Newco B Sub, as the case may be, will be necessary to authorize the ancillary agreements to which it is a party or to consummate the transactions contemplated thereby. Each of this Agreement and the ancillary agreements to which it is a party has been duly and validly executed and delivered by each of TW and the Company and, assuming, in each case, the due authorization, execution and delivery by each of the other parties hereto and thereto, constitutes a legal, valid and binding obligation of each of TW and the Company enforceable against TW and the Company in accordance with its terms. As of the Closing Date, each of the ancillary agreements to which it is a party will have been duly and validly executed and delivered by each of Newco A Sub and Newco B Sub, and assuming, in each case, the due authorization, execution and delivery by each of the other parties thereto, will constitute a legal, valid and binding obligation of Newco A Sub and Newco B Sub, as the case may be, enforceable against Newco A Sub and Newco B Sub, as the case may be, in accordance with its terms.

Authority Relative to this Agreement and the Ancillary Agreements. Each of TW and the (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the ancillary agreements Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and and, subject to receipt of the Company Shareholder Approval, to consummate the transactions contemplated hereby and thereby. As of the Closing Date, each of Newco A Sub and Newco B Sub (i) will have adopted and approved this Agreement and the A Merger and the B Merger, as the case may be, by all requisite action (required for a limited liability company or corporation, as the case may be) and (ii) will have all necessary corporate power and authority to execute and deliver the ancillary agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by the Company of this Agreement and each of the ancillary agreements Ancillary Agreements to which it is a party by each of TW, the Company, Newco A Sub and Newco B Sub and the consummation by TW, the Company, Newco A Sub and Newco B Sub Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of TW or the Company, as the case may be, Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement and each of the ancillary agreements Ancillary Agreements to which it is a party or to consummate the consummation by the Company of the transactions contemplated hereby or thereby. As and thereby (other than the Company Shareholder Approval and the Minority Approval and the filing of the Closing Date, Certificate of Merger in accordance with the execution NYBCL). This Agreement and delivery of the ancillary agreements each Ancillary Agreement to which it is a party by each of Newco A Sub and Newco B Sub and the consummation by Newco A Sub and Newco B Sub, respectively, of the transactions contemplated thereby will have been duly and validly authorized by all necessary action, and no other proceedings on the part of Newco A Sub or Newco B Sub, as the case may be, will be necessary to authorize the ancillary agreements to which it is a party or to consummate the transactions contemplated thereby. Each of this Agreement and the ancillary agreements to which it Company is a party has been duly and validly executed and delivered by each of TW and the Company and, assuming, in each case, assuming the due authorization, execution and delivery by each of the other parties hereto Party and thereto, constitutes a legal, valid and binding obligation of each of TW and the Company Company, enforceable against TW and the Company in accordance with its terms. As , subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the Closing Dateavailability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (together, each the "Bankruptcy and Equity Exception"). (b) The Special Committee, at a meeting duly called and held, has by unanimous vote of all its members approved and adopted this Agreement and the ancillary agreements Ancillary Agreements to which it the Company is a party will have been and the transactions contemplated hereby and thereby, including the Merger, and has determined that such transactions are fair to, and in the best interests of, the Public Shareholders. The Board of Directors, based on the unanimous recommendation of the Special Committee, has by unanimous vote of all of its members (other than the Principal Shareholders, who abstained and recused themselves from all discussions relating to the Merger) (i) determined that this Agreement and the Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and thereby, including the Merger, are fair to and in the best interests of the Public Shareholders, (ii) approved and adopted this Agreement and the Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and thereby, including the Merger, (iii) subject to the provisions of Section 5.08(c) and Section 5.08(d), resolved to recommend approval and adoption of this Agreement by the shareholders of the Company as set forth in Section 3.21 and directed that this Agreement and the Merger be submitted to the shareholders of the Company for their approval and adoption, and (iv) duly and validly executed approved and delivered taken all corporate action required to be taken, under the Company's Constituent Documents and pursuant to applicable Law, including the NYBCL, by each the Board of Newco A Sub and Newco B Sub, and assuming, in each case, Directors to authorize the due authorization, execution and delivery by each consummation of the other parties theretotransactions contemplated by this Agreement and the Ancillary Agreements to which the Company is a party, will constitute a legal, valid and binding obligation of Newco A Sub and Newco B Sub, as including the case may be, enforceable against Newco A Sub and Newco B Sub, as the case may be, in accordance with its termsMerger.

Authority Relative to this Agreement and the Ancillary Agreements. Each of TW and the (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the ancillary agreements Ancillary Agreements to which it the Company is a party, to perform its obligations hereunder and thereunder and, subject to receipt of the Company Shareholder Approval and the filing of the Certificate of Merger in accordance with the NYBCL, to consummate the transactions contemplated hereby and thereby. As of the Closing Date, each of Newco A Sub and Newco B Sub (i) will have adopted and approved this Agreement and the A Merger and the B Merger, as the case may be, by all requisite action (required for a limited liability company or corporation, as the case may be) and (ii) will have all necessary corporate power and authority to execute and deliver the ancillary agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by the Company of this Agreement and each of the ancillary agreements Ancillary Agreements to which it the Company is a party by each of TW, the Company, Newco A Sub and Newco B Sub and the consummation by TW, the Company, Newco A Sub and Newco B Sub Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of TW or the Company, as the case may be, Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement and each of the ancillary agreements Ancillary Agreements to which it the Company is a party or to consummate the consummation by the Company of the transactions contemplated hereby or thereby. As and thereby (other than the Company Shareholder Approval and the filing of the Closing Date, Certificate of Merger in accordance with the execution NYBCL). This Agreement and delivery of the ancillary agreements each Ancillary Agreement to which it is a party by each of Newco A Sub and Newco B Sub and the consummation by Newco A Sub and Newco B Sub, respectively, of the transactions contemplated thereby will have been duly and validly authorized by all necessary action, and no other proceedings on the part of Newco A Sub or Newco B Sub, as the case may be, will be necessary to authorize the ancillary agreements to which it is a party or to consummate the transactions contemplated thereby. Each of this Agreement and the ancillary agreements to which it Company is a party has been duly and validly executed and delivered by each of TW and the Company and, assuming, in each case, assuming the due authorization, execution and delivery by each of the other parties hereto and Party thereto, constitutes a legal, valid and binding obligation of each of TW and the Company Company, enforceable against TW and the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law (together, the “Bankruptcy and Equity Exception”). (b) The Lead Director, at a meeting duly called and held, has approved and adopted this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, including the Merger, and has determined that such transactions are fair to, and in the best interests of, the Public Shareholders. As The Board of Directors, based on the recommendation of the Closing DateLead Director, each has by vote of all of its members (other than the Rollover Director, who abstained and recused himself from all discussions relating to the negotiations (except to the extent his presence was specifically requested by the Lead Director), and all deliberations with respect to the approval and adoption, of this Agreement, the Ancillary Agreements and the Merger) (i) determined that this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, including the Merger, are fair to, and in the best interests of, the Public Shareholders, (ii) approved and adopted this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, including the Merger, (iii) subject to the provisions of Section 5.07(c) and Section 5.07(d), resolved to recommend approval and adoption of this Agreement by the shareholders of the ancillary agreements Company as set forth in Section 3.21 and directed that this Agreement and the Merger be submitted to which it is a party will have been the shareholders of the Company for their approval and adoption and (iv) duly and validly executed approved and delivered taken all corporate action required to be taken, under the Company’s Constituent Documents and pursuant to applicable Law, including the NYBCL, by each the Board of Newco A Sub and Newco B Sub, and assuming, in each case, Directors to authorize the due authorization, execution and delivery by each consummation of the other parties theretotransactions contemplated by this Agreement and the Ancillary Agreements, will constitute a legal, valid and binding obligation of Newco A Sub and Newco B Sub, as including the case may be, enforceable against Newco A Sub and Newco B Sub, as the case may be, in accordance with its termsMerger.

Authority Relative to this Agreement and the Ancillary Agreements. Each of TW and the (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the ancillary agreements Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby and thereby. As of the Closing Date, each of Newco A Sub and Newco B Sub (i) will have adopted and approved this Agreement and the A Merger and the B Merger, as the case may be, by all requisite action (required for a limited liability company or corporation, as the case may be) and (ii) will have all necessary corporate power and authority to execute and deliver the ancillary agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by the Company of this Agreement and each of the ancillary agreements Ancillary Agreements to which it is a party by each of TW, the Company, Newco A Sub and Newco B Sub and the consummation by TW, the Company, Newco A Sub and Newco B Sub Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of TW or the Company, as the case may be, Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement and each of the ancillary agreements Ancillary Agreements to which it is a party or to consummate the consummation by the Company of the transactions contemplated hereby and thereby or thereby. As the adoption (other than the Company Stockholder Approval and the filing of the Closing Date, Charter Amendment and the execution Certificate of Merger in accordance with the DGCL). This Agreement and delivery of the ancillary agreements each Ancillary Agreement to which it is a party by each of Newco A Sub and Newco B Sub and the consummation by Newco A Sub and Newco B Sub, respectively, of the transactions contemplated thereby will have been duly and validly authorized by all necessary action, and no other proceedings on the part of Newco A Sub or Newco B Sub, as the case may be, will be necessary to authorize the ancillary agreements to which it is a party or to consummate the transactions contemplated thereby. Each of this Agreement and the ancillary agreements to which it Company is a party has been duly and validly executed and delivered by each of TW and the Company and, assuming, in each case, assuming the due authorization, execution and delivery by each of the other parties party hereto and thereto, constitutes a legal, valid and binding obligation of each of TW and the Company Company, enforceable against TW and the Company in accordance with its terms. As . (b) The Special Committee, at a meeting duly called and held, has by unanimous vote of all its members approved and declared this Agreement and the Closing Date, each of the ancillary agreements Ancillary Agreements to which it the Company is a party will have been duly and validly executed the transactions contemplated hereby and delivered by each of Newco A Sub thereby, including the Merger and Newco B Subthe Charter Amendment, advisable and has determined that such transactions are fair to, and assuming, in each casethe best interests of, the due authorizationPublic Stockholders. The Board of Directors, execution and delivery by each based on the unanimous recommendation of the other parties theretoSpecial Committee, will constitute has (i) determined that the transactions contemplated by this Agreement and the Ancillary Agreements to which the Company is a legalparty are fair to, valid and binding obligation in the best interests of, the Public Stockholders, (ii) approved and adopted this Agreement and the Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and thereby, including the Merger and the Charter Amendment, and declared their advisability, (iii) recommended adoption by the stockholders of Newco A Sub the Company, subject to the terms and Newco B Subconditions set forth herein, as of this Agreement and the case may beCharter Amendment, enforceable against Newco A Sub and Newco B Sub(iv) approved, as for purposes of Section 203 of the case may beDGCL, in accordance with its termsthis Agreement and the Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and thereby, including, without limitation, the formation of Family LLC and CVC MergerCo.

Authority Relative to this Agreement and the Ancillary Agreements. Each of TW and the (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the ancillary agreements Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby and thereby. As of the Closing Date, each of Newco A Sub and Newco B Sub (i) will have adopted and approved this Agreement and the A Merger and the B Merger, as the case may be, by all requisite action (required for a limited liability company or corporation, as the case may be) and (ii) will have all necessary corporate power and authority to execute and deliver the ancillary agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by the Company of this Agreement and each of the ancillary agreements Ancillary Agreements to which it is a party by each of TW, the Company, Newco A Sub and Newco B Sub and the consummation by TW, the Company, Newco A Sub and Newco B Sub Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of TW or the Company, as the case may be, Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement and each of the ancillary agreements Ancillary Agreements to which it is a party or to consummate the consummation by the Company of the transactions contemplated hereby or thereby. As and thereby (other than the Company Stockholder Approval and the Minority Approval and the filing of the Closing Date, Certificate of Merger in accordance with the execution NYBCL). This Agreement and delivery of the ancillary agreements each Ancillary Agreement to which it is a party by each of Newco A Sub and Newco B Sub and the consummation by Newco A Sub and Newco B Sub, respectively, of the transactions contemplated thereby will have been duly and validly authorized by all necessary action, and no other proceedings on the part of Newco A Sub or Newco B Sub, as the case may be, will be necessary to authorize the ancillary agreements to which it is a party or to consummate the transactions contemplated thereby. Each of this Agreement and the ancillary agreements to which it Company is a party has been duly and validly executed and delivered by each of TW and the Company and, assuming, in each case, assuming the due authorization, execution and delivery by each of the other parties party hereto and thereto, constitutes a legal, valid and binding obligation of each of TW and the Company Company, enforceable against TW and the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (together, the “Bankruptcy and Equity Exception“). (b) The Special Committee, at a meeting duly called and held, has by unanimous vote of all its members approved and adopted this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, including the Merger, and has determined that such transactions are fair to, and in the best interests of, the Public Stockholders. As The Board of Directors, based on the unanimous recommendation of the Closing DateSpecial Committee, each has by unanimous vote of all of its members (other than the Principal Stockholder, who abstained and recused himself from all discussions relating to the Merger) (i) determined that this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, including the Merger, are fair to and in the best interests of the ancillary agreements Public Stockholders, (ii) approved and adopted this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, including the Merger, (iii) subject to which it is a party will have been the provisions of Section 5.08(c) and Section 5.08(d), resolved to recommend approval and adoption of this Agreement by the stockholders of the Company as set forth in Section 3.21 and directed that this Agreement and the Merger be submitted to the stockholders of the Company for their approval and adoption, and (iv) duly and validly executed approved and delivered taken all corporate action required to be taken, under the Company’s Constituent Documents and pursuant to applicable Law, including the NYBCL, by each the Board of Newco A Sub and Newco B Sub, and assuming, in each case, Directors to authorize the due authorization, execution and delivery by each consummation of the other parties theretotransactions contemplated by this Agreement and the Ancillary Agreements, will constitute a legal, valid and binding obligation of Newco A Sub and Newco B Sub, as including the case may be, enforceable against Newco A Sub and Newco B Sub, as the case may be, in accordance with its termsMerger.

Authority Relative to this Agreement and the Ancillary Agreements. Each of TW Parent, Merger Sub and the Company Intermediate Holdco has all necessary corporate power and authority to execute and deliver deliver, in the case of Parent and Merger Sub, this Agreement and and, in each case, the ancillary agreements Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. As of the Closing Date, each of Newco A Sub and Newco B Sub (i) will have adopted and approved this Agreement and the A Merger and the B Merger, as the case may be, by all requisite action (required for a limited liability company or corporation, as the case may be) and (ii) will have all necessary corporate power and authority to execute and deliver the ancillary agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each of Parent, Merger Sub and Intermediate Holdco of, in the case of Parent and Merger Sub, this Agreement and and, in each case, the ancillary agreements Ancillary Agreements to which it is a party by each of TW, the Company, Newco A Sub and Newco B Sub and the consummation by TW, the Company, Newco A Sub and Newco B Sub of the transactions contemplated hereby and thereby by Parent, Merger Sub and Intermediate Holdco, as applicable, have been duly and validly authorized by all necessary corporate actionits board of directors and, in the case of Merger Sub, sole stockholder, and no other corporate proceedings on the part of TW Parent, Merger Sub or the Company, as the case may be, Intermediate Holdco are necessary to authorize the execution, delivery and performance by each of Parent, Merger Sub and Intermediate Holdco of, in the case of Parent and Merger Sub, this Agreement and and, in each case, the ancillary agreements Ancillary Agreements to which it is a party or to consummate the consummation by Parent, Merger Sub and Intermediate Holdco of the transactions contemplated hereby or thereby. As and thereby (other than, with respect to the Merger, the filing of the Closing DateCertificate of Merger). Each of Parent, Merger Sub and Intermediate Holdco has duly and validly executed and delivered this Agreement and the execution and delivery of the ancillary agreements Ancillary Agreements to which it is a party by each of Newco A Sub and Newco B Sub and the consummation by Newco A Sub and Newco B Sub, respectively, of the transactions contemplated thereby will have been duly and validly authorized by all necessary action, and no other proceedings on the part of Newco A Sub or Newco B Sub, as the case may be, will be necessary to authorize the ancillary agreements to which it is a party or to consummate the transactions contemplated thereby. Each of this Agreement and the ancillary agreements to which it is a party has been duly and validly executed and delivered by each of TW and the Company and, assuming, in each case, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, constitutes a legal, such agreements constitute valid and binding obligation obligations of each of TW Parent, Merger Sub and the Company Intermediate Holdco, as applicable, enforceable against TW and the Company each of them in accordance with its their respective terms. As of the Closing Date, each of the ancillary agreements to which it is a party will have been duly and validly executed and delivered by each of Newco A Sub and Newco B Sub, and assumingsubject, in each case, to the due authorization, execution Bankruptcy and delivery by each of the other parties thereto, will constitute a legal, valid and binding obligation of Newco A Sub and Newco B Sub, as the case may be, enforceable against Newco A Sub and Newco B Sub, as the case may be, in accordance with its termsEquity Exception.

Authority Relative to this Agreement and the Ancillary Agreements. Each of TW and the Company (a) NRT has all necessary corporate power and authority to execute and deliver this Agreement and the ancillary agreements Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. As No other corporate or partnership proceedings on the part of NRT or any of its Subsidiaries, are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby (other than with respect to the REIT Merger and this Agreement, to the extent required by Law, the NRT Stockholder Approval, the NRT OP Approval and the acceptance for record to the SDAT of the Closing DateArticles of Merger). This Agreement has been, each of Newco A Sub and Newco B Sub (i) the Ancillary Agreements to which NRT or any NRT Subsidiary is a party will have adopted been (when executed in accordance with the terms of this Agreement), duly and approved this Agreement validly executed and delivered by NRT or any such NRT Subsidiary as the A Merger case may be and, assuming due authorization, execution and the B Merger, delivery hereof by Company or any such NRT Subsidiary as the case may be, by all requisite action each constitutes (required for or, in the case of the Ancillary Agreements to which NRT or any NRT Subsidiary is a limited liability company party, will constitute when executed in accordance with the terms of this Agreement) a valid, legal and binding agreement of the NRT or corporation, any such NRT Subsidiary as the case may be, enforceable against NRT or any such NRT Subsidiary as the case may be in accordance with and subject to its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (b) The NRT Board has duly and (ii) will have all necessary corporate power validly authorized the execution and authority to execute delivery of this Agreement and deliver the ancillary agreements each Ancillary Agreement to which it is a party, declared the Merger to perform its obligations thereunder be advisable substantially upon the terms and to consummate conditions set forth in this Agreement, and approved the consummation of the REIT Merger and the other transactions contemplated therebyhereby, and taken all corporate actions required to be taken by the NRT Board for the consummation of the REIT Merger and the other transactions contemplated hereby. The execution NRT Board has directed that the REIT Merger pursuant to the terms of this Agreement be submitted to the holders of the NRT Common Stock and delivery the NRT Preferred Stock for their approval to the extent required by Law and the NRT Articles and, subject to the provisions of Section 7.01(b) hereof, will recommend to such holders that they vote in favor of the REIT Merger. The affirmative approval of this Agreement and the ancillary agreements to which it is a party REIT Merger by each the holders of TW, the Company, Newco A Sub and Newco B Sub NRT Common Stock and the consummation NRT Preferred Stock voting together as a single class, representing at least a majority of all votes entitled to be cast by TW, the Company, Newco A Sub holders of all outstanding NRT Common Stock and Newco B Sub NRT Preferred Stock as of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionrecord date for the NRT Stockholder Meeting (the “NRT Stockholder Approval”), and no other corporate proceedings on is the part only vote of TW the holders of any class or the Company, as the case may be, are series of shares of NRT necessary to authorize adopt this Agreement and approve the ancillary agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. As of the Closing Date, the execution and delivery of the ancillary agreements to which it is a party by each of Newco A Sub and Newco B Sub and the consummation by Newco A Sub and Newco B Sub, respectively, of the transactions contemplated thereby will have been duly and validly authorized by all necessary action, REIT Merger and no other proceedings on the part of Newco A Sub or Newco B Sub, as the case may be, will be NRT are necessary to authorize this Agreement or to consummate the ancillary agreements REIT Merger and the other transactions contemplated hereby and thereby. 44 (c) NRT OP has all necessary partnership power and authority to which it is a party or consummate such Contributions as are entered into pursuant to the terms of Section 7.19 hereof, to execute and deliver the Funding Agreement and to consummate the transactions contemplated hereby and thereby. Each No other partnership proceedings on the part of this NRT OP are necessary to authorize such Contributions or the Funding Agreement or to consummate the REIT Merger and the ancillary agreements to which it is a party has been duly other transactions contemplated hereby and validly thereby. When executed and delivered by each of TW and the Company and, assuming, in each case, the due authorization, execution and delivery by each of the other parties hereto and thereto, constitutes a legal, valid and binding obligation of each of TW and the Company enforceable against TW and the Company in accordance with its terms. As the terms of this Agreement, the Closing Date, each of the ancillary agreements to which it is a party Funding Agreement will have been duly and validly executed and delivered by each of Newco A Sub and Newco B SubNRT OP and, and assuming, in each case, the assuming due authorization, execution and delivery by each of the other parties theretoCompany, will constitute a legalvalid, valid legal and binding obligation agreement of Newco A Sub and Newco B Sub, as the case may beNRT OP, enforceable against Newco A Sub and Newco B Sub, as the case may be, NRT OP in accordance with and subject to its termsterms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (d) Subject to obtaining the consent of the NRT OP Units, the NRT Board has duly and validly authorized the execution and delivery of the Second Amended and Restated Agreement of Limited Partnership of NRT OP in substantially the form attached as Exhibit C hereto (the “Amended NRT OP Limited Partnership Agreement”). The NRT Board has taken all corporate actions required to be taken by the NRT Board for such amendment and restatement. NRT, as sole general partner of NRT OP, acting through the NRT Board, has directed that the Amended NRT OP Limited Partnership Agreement be submitted to the holders of the NRT OP Units for their approval to the extent required by the NRT OP Limited Partnership Agreement and, subject to the provisions of Section 7.02 hereof, will recommend to such holders that they vote in favor of amending and restating such agreement. The consent to the Amended NRT OP Limited Partnership Agreement by the holders of NRT OP Units representing more than 50% of all NRT OP Units held by limited partners of NRT OP, is the only vote of the holders of any class or series of shares of NRT OP necessary to adopt the Amended NRT OP Limited Partnership Agreement (the “NRT OP Approval”).

Authority Relative to this Agreement and the Ancillary Agreements. Each of TW The Company, the Bermuda Trustees and the Company has English Trustees have all necessary corporate power and authority to execute and deliver this Agreement and each of the ancillary agreements Ancillary Agreements to which it is a partythey are parties, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. As of the Closing Date, each of Newco A Sub and Newco B Sub (i) will have adopted and approved by this Agreement and the A Merger and Ancillary Agreements (collectively, the B Merger, as the case may be, by all requisite action (required for a limited liability company or corporation, as the case may be) and (ii) will have all necessary corporate power and authority to execute and deliver the ancillary agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby“Transactions”). The execution and delivery of this Agreement and the ancillary agreements Ancillary Agreements to which it is a party they are parties by each of TW, the Company, Newco A Sub the Bermuda Trustees and Newco B Sub the English Trustees and the consummation by TW, the Company, Newco A Sub the Bermuda Trustees and Newco B Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of TW or the CompanyEnglish Trustees, as the case may be, are necessary to authorize this Agreement and the ancillary agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. As of the Closing Date, the execution and delivery of the ancillary agreements to which it is a party by each of Newco A Sub and Newco B Sub and the consummation by Newco A Sub and Newco B Sub, respectivelyapplicable, of the transactions contemplated thereby will Transactions have been duly and validly authorized by all necessary action, and no other proceedings on the part of Newco A Sub any of the Company, the Bermuda Trustees or Newco B Subthe English Trustees, as the case may beapplicable, will be are necessary to authorize the ancillary agreements to which it is a party this Agreement or to consummate the transactions contemplated thereby. Each Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of two-thirds of the then-outstanding shares of Common Shares, if and to the extent required by applicable law, and the ancillary agreements filing and recordation of appropriate merger documents as required by the OGCL). This Agreement has been, and upon their execution the Ancillary Agreements to which it the Company is a party has been shall have been, duly and validly executed and delivered by each of TW and the Company and, assuming, in each case, assuming the due authorization, execution and delivery by each of the other parties hereto Parties and thereto, constitutes this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Company is a party shall constitute, a legal, valid and binding obligation of each of TW and the Company Company, enforceable against TW and the Company in accordance with its terms. As This Agreement has been, and upon their execution the Ancillary Agreements to which any of the Closing Date, each of the ancillary agreements to which it Shareholders is a party will shall have been been, duly and validly executed and delivered by each of Newco A Sub and Newco B Subthe applicable Shareholders and, and assuming, in each case, assuming the due authorization, execution and delivery by each of the other parties Parties and thereto, will constitute this Agreement constitutes, and upon their execution the Ancillary Agreements to which any Shareholder is a party shall constitute, a legal, valid and binding obligation of Newco A Sub and Newco B Sub, as the case may beapplicable Shareholders, enforceable against Newco A Sub and Newco B Sub, as the case may be, such Shareholders in accordance with its terms.

Authority Relative to this Agreement and the Ancillary Agreements. Each of TW and the (a) The Company has all necessary corporate trust power and authority to execute and deliver this Agreement and the ancillary agreements Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. As No other trust or partnership proceedings on the part of the Closing Date, each Company or any of Newco A Sub and Newco B Sub (i) will have adopted and approved its Subsidiaries are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby (other than, with respect to the REIT Merger and this Agreement, to the extent required by Law, the Company Shareholder Approval and the A acceptance for record by the SDAT of the Articles of Merger and the B MergerAmended and Restated Declaration). This Agreement has been, and the Ancillary Agreements to which the Company or any Company Subsidiary is a party will have been (when executed in accordance with the terms of this Agreement), duly and validly executed and delivered by the Company, or any such Company Subsidiary as the case may be, and, assuming due authorization, execution and delivery hereof by all requisite action NRT, each constitutes (required for or, in the case of the Ancillary Agreements to which the Company or any Company Subsidiary is a limited liability company party, will constitute when executed in accordance with the terms of this Agreement) a valid, legal and binding agreement of the Company or corporation, any such Company Subsidiary as the case may be, enforceable against the Company, or any such Company Subsidiary as the case may be, in accordance with and subject to its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (b) The Company Board has duly and (ii) will have all necessary corporate power and authority to execute and deliver validly authorized the ancillary agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the ancillary agreements each Ancillary Agreement to which it the Company is a party by each party, declared the Merger to be advisable substantially upon the terms and conditions set forth in this Agreement, and approved the consummation of TW, the Company, Newco A Sub and Newco B Sub REIT Merger and the consummation by TW, the Company, Newco A Sub and Newco B Sub of the other transactions contemplated hereby and thereby have been duly and validly authorized taken all real estate investment trust actions required to be taken by all necessary corporate actionthe Company Board for the consummation of the REIT Merger and the other transactions contemplated hereby. The Company Board has directed that the REIT Merger pursuant to the terms of this Agreement be submitted to the holders of the Company Common Shares for their approval to the extent required by Law and the Company Declaration of Trust and, and no other corporate proceedings on subject to the part provisions of TW or Section 7.01(a) hereof, will recommend to such holders that they vote in favor of the Company, as the case may be, are necessary to authorize REIT Merger. The affirmative approval of this Agreement and the ancillary agreements REIT Merger by the holders of Company Common Shares voting together as a single class, representing at least a majority of all votes entitled to which it is a party or to consummate be cast by the transactions contemplated hereby or thereby. As holders of all outstanding Company Common Shares as of the Closing Daterecord date for the Company Shareholder Meeting (the “Company Shareholder Approval”), is the execution and delivery only vote of the ancillary agreements to which it is a party by each holders of Newco A Sub and Newco B Sub and the consummation by Newco A Sub and Newco B Sub, respectively, any class or series of shares of the transactions contemplated thereby will have been duly Company necessary to adopt this Agreement and validly authorized by all necessary action, approve the REIT Merger and no other proceedings on the part of Newco A Sub or Newco B Sub, as the case may be, will be Company are necessary to authorize this Agreement or to consummate the ancillary agreements REIT Merger and the other transactions contemplated hereby and thereby. (c) The Company Partnerships have all necessary partnership power and authority to which it is a party or consummate such Contributions as are entered into pursuant to the terms of Section 7.19 hereof, to execute and deliver the Funding Agreement and to consummate the transactions contemplated hereby and thereby. Each No other partnership proceedings on the part of this Agreement the Company Partnerships are necessary to authorize such Contributions and the ancillary agreements Funding Agreement or to which it is a party has been duly consummate the REIT Merger and validly the other transactions contemplated hereby and thereby. When executed and delivered by each of TW and the Company and, assuming, in each case, the due authorization, execution and delivery by each of the other parties hereto and thereto, constitutes a legal, valid and binding obligation of each of TW and the Company enforceable against TW and the Company in accordance with its terms. As the terms of this Agreement, the Closing Date, each of the ancillary agreements to which it is a party Funding Agreement will have been duly and validly executed and delivered by each of Newco A Sub and Newco B Subthe Company Partnerships and, and assuming, in each case, the assuming due authorization, execution and delivery by each of the other parties theretoNRT, will constitute a legalvalid, valid legal and binding obligation agreement of Newco A Sub and Newco B Sub, as the case may beCompany Partnerships, enforceable against Newco A Sub and Newco B Sub, as the case may be, Company Partnerships in accordance with and subject to its termsterms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (d) Subject to obtaining the Company Shareholder Approval, the Company has taken all necessary action to permit it to issue the number of shares of Company Common Shares required to be issued by it pursuant to this Agreement. Company Common Shares issued pursuant to this Agreement will, when issued, be validly issued, fully paid and nonassessable and no Person will have any preemptive right of subscription or purchase in respect thereof. Company Common Shares will, when issued, be registered under the Securities Act and the Exchange Act and registered or exempt from registration under any applicable state securities laws and will, when issued, be listed on the NYSE, subject to official notice of issuance.