Representations and Warranties of Sunrise and Marriott. (i) Each party to this Agreement represents and warrants as follows. Such party has not, in whole or in part, assigned or encumbered its rights under the Reimbursement Agreement. The execution, delivery and performance of this Agreement by such party has been duly and validly authorized by all necessary corporate or as the case may be other entity action on the part of such party. This Agreement constitutes a legally valid and binding obligation of such party, enforceable against such party in accordance with its terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors’ rights generally. The execution, delivery and performance of this Agreement by such party will not (i) violate or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under the charter documents or by-laws or as the case may be organizational agreement of such party; (ii) result in the imposition of any Encumbrance against any material assets or properties of such party except as created hereunder; or (iii) violate any Law, except for any such violations, breaches, defaults and impositions as would not reasonably be expected to have a material adverse effect on the business operations, assets or financial condition of such party or performance by such party of its obligations hereunder. The execution, delivery and performance of this Agreement by such party will not require any Approvals to be obtained except for (A) Approvals already obtained by such party, or (B) any such Approvals the failure of which to receive would not in the aggregate have a material adverse effect on the ability of such party to perform its obligations hereunder.
