Common use of Authorization; Execution; Enforceability Clause in Contracts

Authorization; Execution; Enforceability. (a) This Agreement, ---------------------------------------- the Trust Agreement and each other Operative Document to which the Trust Company is a party have been duly authorized, executed and delivered by the Trust Company and, assuming due authorization, execution and delivery by the other parties hereto and thereto, are legal, valid and binding obligations of the Trust Company enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. (b) This Agreement and each other Operative Document to which the Owner Trust is a party (i) have been (assuming due authorization, execution and delivery by the Owner Participant of the Trust Agreement and upon due direction by the Owner Participant pursuant thereto) duly authorized, executed and delivered by one of its officers who is duly authorized to execute and deliver such Operative Document on behalf of the Managing Trustee, and (ii) assuming due authorization, execution and delivery by the other parties hereto and thereto, are legal, valid and binding obligations of the Owner Trust enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies and upon execution of the Secured Note by the Managing Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and this Agreement, the Secured Note will be legal, valid and binding obligations of the Owner Trust enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) This Agreement, Agreement ---------------------------------------- the Trust Agreement and each other Operative Document to which the State Street Bank and Trust Company Company, in its individual capacity is a party have been been, duly authorized, executed and delivered by the State Street Bank and Trust Company Company, in its individual capacity and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are legal, valid and binding obligations of the Trust Company Indenture Trustee in its individual capacity (to the extent it is a party hereto or thereto in such capacity), enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. Assuming due authorization, execution and delivery thereof by the Owner Trust, the Secured Note issued on the Closing Date pursuant to the terms of this Agreement and the Indenture on the Closing Date will have been duly authenticated. (b) This Agreement and each other Operative Document to which the Owner Trust Indenture Trustee is a party (i) have been (assuming due authorization, execution and delivery by the Owner Participant of the Trust Agreement and upon due direction by the Owner Participant pursuant thereto) duly authorized, executed and delivered by one of its officers who is duly authorized to execute and deliver such Operative Document on behalf of the Managing TrusteeIndenture Trustee and, and (ii) assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and or thereto, are legal, valid and binding obligations of the Owner Trust Indenture Trustee, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies and upon execution of the Secured Note by the Managing Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and this Agreement, the Secured Note will be legal, valid and binding obligations of the Owner Trust enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidationreceivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) This AgreementEach of Purchaser and Merger Sub has all requisite power and authority to execute, ---------------------------------------- the Trust deliver and perform its obligations under this Agreement and to consummate the transactions expressly contemplated hereby, subject to the approval, prior to the consummation of the Merger and the Rights Issue, of the resolutions set forth in the Parent Shareholders Circular by the holders of Parent’s ordinary shares, present in person or by proxy who are entitled to vote at the EGM to approve the Merger, to increase the authorized share capital of Parent and to authorize the Board of Directors of Parent to allot share capital of Parent (the “Parent Shareholder Approval”). The only vote of the holders of outstanding securities of Parent required by its Organizational Documents, by Law or otherwise to complete the Merger, the Rights Issue or to consummate the transactions expressly contemplated hereby, is the approval of the resolutions set forth in the Parent Shareholders Circular by the affirmative vote of the holders of not less than a majority of the outstanding shares of Parent present in person or by proxy who are entitled to vote at the EGM. (b) The execution and delivery by each of Purchaser and Merger Sub of this Agreement and the other Operative Document instruments and agreements to which the Trust Company is a party have been duly authorized, be executed and delivered by such party as contemplated hereby, the Trust Company andconsummation of the transactions expressly contemplated hereby and thereby to be consummated by Purchaser or Merger Sub (other than consummation of the Merger), and the performance by such party of its obligations hereunder and thereunder have been duly and validly authorized by all requisite action on the part of such party. The consummation of the Merger has been duly and validly authorized by all requisite corporate action on the part of Purchaser and Merger Sub, subject to obtaining Parent Shareholder Approval. This Agreement and the other instruments and agreements to be executed and delivered by either Purchaser or Merger Sub as contemplated hereby have been duly and validly executed and delivered by each such party and constitute, assuming the due authorization, and valid execution and delivery thereof by the other parties hereto and thereto, are legalthereto (other than Purchaser or Merger Sub or any of their respective Affiliates), valid and binding obligations of the Trust Company each such party enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, liquidation, moratorium or and similar laws affecting creditors' rights generally and by the application of general equitable applicability relating to or affecting creditors rights and to general principles which may limit the availability of certain remediesequity. (bc) This The Rights Issue has been duly and validly authorized by all requisite corporate action on the part of Parent, except for the Parent Shareholder Approval. (d) The Board of Directors of Parent has approved the Guaranty Agreement and each other Operative Document to which the Owner Trust is a party (i) have been (assuming due authorization, execution and delivery transactions contemplated by the Owner Participant of the Trust this Agreement and upon due direction by the Owner Participant pursuant thereto) duly authorized, executed and delivered by one of its officers who is duly authorized to execute and deliver such Operative Document on behalf of the Managing Trustee, and (ii) assuming due authorization, execution and delivery by the other parties hereto and thereto, are legal, valid and binding obligations of the Owner Trust enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally Law and the application of general equitable principles may limit the availability of certain remedies and upon execution has unanimously resolved (subject to Section 5.10(d)) to recommend approval of the Secured Note Merger by the Managing Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and this Agreementits shareholders (such recommendation, the Secured Note will be legal, valid and binding obligations of the Owner Trust enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies“Parent Board Recommendation”).

Authorization; Execution; Enforceability. (a) This AgreementGuarantor has all requisite power and authority to execute, ---------------------------------------- the Trust deliver and perform its obligations under this Agreement and each to consummate, and cause the Purchaser and Merger Sub to consummate, the Merger and the other Operative Document transactions expressly contemplated by the Merger Agreement subject to, prior to which the Trust Company is a party have been duly authorizedconsummation of the Merger and the Rights Issue, the Parent Shareholder Approval. The only vote of the holders of outstanding securities of Guarantor required by its Organizational Documents, by Law or otherwise to consummate the Merger or any of the transactions expressly contemplated hereby or by the Merger Agreement is, only with respect to the consummation of the Merger and the Rights Issue, the Parent Shareholder Approval. (b) The execution and delivery by Guarantor of this Agreement and the other instruments and agreements to be executed and delivered by Guarantor as contemplated hereby or by the Trust Company andMerger Agreement, assuming due authorizationand the performance by Guarantor of its obligations hereunder or as contemplated by the Merger Agreement have been duly and validly authorized by all requisite corporate action on the part of Guarantor subject to, with respect to the consummation of the Merger and the Rights Issue, obtaining Parent Shareholder Approval. This Agreement and the other instruments and agreements to be executed and delivered by Guarantor as contemplated hereby or by the Merger Agreement have been or will be, when delivered, duly and validly executed and delivered by Guarantor and constitute or upon execution and delivery will constitute, assuming the due and valid execution and delivery thereof by the other parties hereto and thereto, are legalCompany, valid and binding obligations of the Trust Company Guarantor enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, liquidation, moratorium or and similar laws affecting creditors' rights generally and by the application of general equitable applicability relating to or affecting creditors rights and to general principles which may limit the availability of certain remediesequity. (bc) This Agreement The Rights Issue has been duly and each other Operative Document to which validly authorized by all requisite action on the Owner Trust is a party (i) have been (assuming due authorization, execution and delivery by the Owner Participant part of the Trust Agreement and upon due direction by the Owner Participant pursuant thereto) duly authorized, executed and delivered by one of its officers who is duly authorized to execute and deliver such Operative Document on behalf of the Managing Trustee, and (ii) assuming due authorization, execution and delivery by the other parties hereto and thereto, are legal, valid and binding obligations of the Owner Trust enforceable against it in accordance with their respective termsGuarantor, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and for the application of general equitable principles may limit the availability of certain remedies and upon execution of the Secured Note by the Managing Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and this Agreement, the Secured Note will be legal, valid and binding obligations of the Owner Trust enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remediesParent Shareholder Approval.

Authorization; Execution; Enforceability. (a) This AgreementThe execution, ---------------------------------------- the Trust delivery and performance of this Participation Agreement and the Pass Through Trust Documents, and each other Operative Document of the transactions contemplated to which the be performed by State Street Bank and Trust Company is a party or the Pass Through Trustee hereby or thereby, have been duly authorizedauthorized by State Street Bank and Trust Company, in its individual capacity. Each of this Participation Agreement and the Pass Through Trust Agreement has been duly executed and delivered by the State Street Bank and Trust Company Company, in its individual capacity, and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are constitutes, and each Pass Through Trust Supplement will, when executed and delivered by State Street Bank and Trust Company, in its individual capacity and in its capacity as Pass Through Trustee, be duly executed and delivered by State Street Bank and Trust Company, in its individual capacity, and thereupon will, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute a legal, valid and binding obligations obligation of State Street Bank and Trust Company, in its individual capacity (to the Trust Company extent it is a party hereto or thereto in such capacity), enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. (b) This The execution, delivery and performance of this Participation Agreement and each other Operative Pass Through Trust Document to which the Owner Trust is a party (i) and each Pass Through Certificate have been (assuming due authorization, execution and delivery duly authorized by the Owner Participant Pass Through Trustee. Each of this Participation Agreement and the Pass Through Trust Agreement and upon due direction by the Owner Participant pursuant thereto) has been duly authorized, executed and delivered by one of its officers who is duly authorized to execute and deliver such Operative Document on behalf of the Managing TrusteePass Through Trustee and, and (ii) assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are constitutes, each Pass Through Trust Supplement and each Pass Through Certificate will, when executed, authenticated and delivered by the Pass Through Trustee, be duly executed, authenticated and delivered by the Pass Through Trustee and thereupon will, assuming with respect to such Pass Through Trust Supplement the due authorization, execution and delivery thereof by the other parties thereto, constitute, a legal, valid and binding obligations obligation of the Owner Trust Pass Through Trustee, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies and upon execution of the Secured Note by the Managing Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and this Agreement, the Secured Note will be legal, valid and binding obligations of the Owner Trust enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidationreceivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles which may limit the availability of certain remediesremedies and the Certificate holders, will be entitled to the benefits of the applicable Pass Through Trust Documents.

Authorization; Execution; Enforceability. (a) This AgreementThe execution, ---------------------------------------- the Trust delivery and performance of this Participation Agreement and the Pass Through Trust Documents, and each other Operative Document of the transactions contemplated to which the be performed by State Street Bank and Trust Company is a party or the Pass Through Trustee hereby or thereby, have been duly authorizedauthorized by State Street Bank and Trust Company, in its individual capacity. Each of this Participation Agreement and the Pass Through Trust Agreement has been duly executed and delivered by the State Street Bank and Trust Company Company, in its individual capacity, and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are constitutes, and each Pass Through Trust Supplement will, when executed and delivered by State Street Bank and Trust Company, in its individual capacity and in its capacity as Pass Through Trustee, be duly executed and delivered by State Street Bank and Trust Company, in its individual capacity, and thereupon will, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute a legal, valid and binding obligations obligation of State Street Bank and Trust Company, in its individual capacity (to the Trust Company extent it is a party hereto or thereto in such capacity), enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. (b) This The execution, delivery and performance of this Participation Agreement and each other Operative Pass Through Trust Document to which the Owner Trust is a party (i) and each Pass Through Certificate have been (assuming due authorization, execution and delivery duly authorized by the Owner Participant Pass Through Trustee. Each of this Participation Agreement and the Pass Through Trust Agreement and upon due direction by the Owner Participant pursuant thereto) has been duly authorized, executed and delivered by one of its officers who is duly authorized to execute and deliver such Operative Document on behalf of the Managing TrusteePass Through Trustee and, and (ii) assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are constitutes, each Pass Through Trust Supplement and each Pass Through Certificate will, when executed, authenticated and delivered by the Pass Through Trustee, be duly executed, authenticated and delivered by the Pass Through Trustee and thereupon will, assuming with respect to such Pass Through Trust Supplement the due authorization, execution and delivery thereof by the other parties thereto, constitute, a legal, valid and binding obligations obligation of the Owner Trust Pass Through Trustee, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies and upon execution of the Secured Note by the Managing Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and this Agreement, the Secured Note will be legal, valid and binding obligations of the Owner Trust enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidationreceivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles which may limit the availability of certain remediesremedies and the Certificateholders will be entitled to the benefits of the applicable Pass Through Trust Documents.

Authorization; Execution; Enforceability. (a) This Agreement, ---------------------------------------- the Trust Agreement and each other Operative Document to which the Trust Company or Xxxxxxxx is a party have been been, or on the Closing Date will be, duly authorized, executed and delivered by the Trust Company and Xxxxxxxx, respectively, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, are are, or on the Closing Date will be, legal, valid and binding obligations of the Trust Company and Xxxxxxxx, respectively, enforceable against it or him in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. (b) This Agreement and each other Operative Document to which the Owner Trust Grantor Trustee is a party (i) have been been, or on the Closing Date will be, (assuming due authorization, execution and delivery by the Owner Participant of the Trust Agreement and upon due direction by the Owner Participant pursuant thereto) ), in the case of the Corporate Grantor Trustee, duly authorized, executed and delivered by one of its officers who is duly authorized to execute and deliver delivery such Operative Document on behalf of the Managing Corporate Grantor Trustee and, in the case of the Individual Grantor Trustee, duly executed by Xxxxxxxx, and (ii) assuming due authorization, execution and delivery by the other parties hereto and thereto, are are, or on the Closing Date will be, legal, valid and binding obligations of the Owner Trust Grantor Trustee enforceable against it the Grantor Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies and upon remedies. Upon execution of the Secured Note Notes by the Managing Grantor Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and this Agreement, the Secured Note Notes will be legal, valid and binding obligations of the Owner Trust Grantor Trustee enforceable against it the Grantor Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) This Agreement, ---------------------------------------- the Trust Agreement and each other Operative Document to which the Trust Company The Bank of New York or Clark, in its or his individual capacity is a party have been been, or ox xxx Closing Date will be, duly authorized, executed and delivered by the Trust Company The Bank of New York and Clark, respectively, each in its individual capacity and, assuming due xxx xue authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are are, or on the Closing Date will be, legal, valid and binding obligations of the Trust Company Indenture Trustee in its or his individual capacity, as the case may be, (to the extent it or he is a party hereto or thereto in such capacity), enforceable against it or him in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. Assuming due authorization, execution and delivery thereof by the Grantor Trustee, each Secured Note issued on the Closing Date pursuant to the terms of this Agreement and the Indenture on the Closing Date will have been duly authenticated. (b) This Agreement and each other Operative Document to which the Owner Trust Indenture Trustee is a party (i) have been (assuming due authorization, execution and delivery by the Owner Participant of the Trust Agreement and upon due direction by the Owner Participant pursuant thereto) duly authorized, executed and delivered by one of its officers who is duly authorized to execute and deliver such Operative Document on behalf of the Managing TrusteeIndenture Trustee and, and (ii) assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and or thereto, are legal, valid and binding obligations of the Owner Trust Indenture Trustee, enforceable against it the Indenture Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies and upon execution of the Secured Note by the Managing Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and this Agreement, the Secured Note will be legal, valid and binding obligations of the Owner Trust enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidationreceivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) This AgreementThe execution, ---------------------------------------- delivery and performance by the Trust Indenture Trustee of this Participation Agreement and each other Operative Document to which the Trust Company Indenture Trustee is a party have been duly authorized, authorized by the Indenture Trustee. This Participation Agreement has been duly executed and delivered by the Trust Company Indenture Trustee and, assuming the due authorization, execution and delivery hereof by the other parties hereto hereto, constitutes, and each other Operative Document to which the Indenture Trustee is a party, will when executed and delivered by the Indenture Trustee, be duly executed and delivered by the Indenture Trustee and thereupon will, assuming the due authorization, execution and delivery thereof by the other parties thereto, are constitute, a legal, valid and binding obligations obligation of the Trust Company Indenture Trustee in its individual capacity (to the extent it is a party hereto or thereto in such capacity), enforceable against it in accordance with their its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. Assuming due authorization, execution and delivery thereof by the Owner Trustee, each Secured Note issued on the Funding Date pursuant to the terms of this Agreement and the Indenture on the Funding Date will have been duly authenticated. (b) This Participation Agreement has been duly executed and delivered by the Indenture Trustee and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes, and each other Operative Document to which the Owner Trust Indenture Trustee is a party (i) have been (party, will, when executed and delivered by the Indenture Trustee, be duly executed and delivered by the Indenture Trustee and thereupon will, assuming the due authorization, execution and delivery by the Owner Participant of the Trust Agreement and upon due direction by the Owner Participant pursuant thereto) duly authorized, executed and delivered by one of its officers who is duly authorized to execute and deliver such Operative Document on behalf of the Managing Trustee, and (ii) assuming due authorization, execution and delivery thereof by the other parties hereto and thereto, are thereto constitute legal, valid and binding obligations of the Owner Trust Indenture Trustee, enforceable against it the Indenture Trustee in accordance with their its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies and upon execution of the Secured Note by the Managing Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and this Agreement, the Secured Note will be legal, valid and binding obligations of the Owner Trust enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidationreceivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles which may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) This Agreement, ---------------------------------------- the Trust Agreement and each other Operative Document to which the Trust Company The Bank of New York or Xxxxx, in its or his individual capacity is a party have been been, or on the Closing Date will be, duly authorized, executed and delivered by the Trust Company The Bank of New York and Xxxxx, respectively, each in its individual capacity and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are are, or on the Closing Date will be, legal, valid and binding obligations of the Trust Company Indenture Trustee in its or his individual capacity, as the case may be, (to the extent it or he is a party hereto or thereto in such capacity), enforceable against it or him in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. Assuming due authorization, execution and delivery thereof by the Grantor Trustee, each Secured Note issued on the Closing Date pursuant to the terms of this Agreement and the Indenture on the Closing Date will have been duly authenticated. (b) This Agreement and each other Operative Document to which the Owner Trust Indenture Trustee is a party (i) have been (assuming due authorization, execution and delivery by the Owner Participant of the Trust Agreement and upon due direction by the Owner Participant pursuant thereto) duly authorized, executed and delivered by one of its officers who is duly authorized to execute and deliver such Operative Document on behalf of the Managing TrusteeIndenture Trustee and, and (ii) assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and or thereto, are legal, valid and binding obligations of the Owner Trust Indenture Trustee, enforceable against it the Indenture Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies and upon execution of the Secured Note by the Managing Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and this Agreement, the Secured Note will be legal, valid and binding obligations of the Owner Trust enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidationreceivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) This The execution, ---------------------------------------- delivery and performance of this Par ticipation Agreement, ---------------------------------------- the Trust Agreement and each other Operative Document to which the Trust Company is a party have been duly authorized, . Each of this Participation Agreement and the Trust Agreement has been duly executed and delivered by the Trust Company and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and or thereto, are as the case may be, constitute, and each other Operative Document to which the Trust Company is a party will, when executed and delivered by the Trust Company, be duly executed and delivered by the Trust Company and thereupon will, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute, a legal, valid and binding obligations obligation of the Trust Company Company, to the extent entered into by the Trust Company, enforceable against it in accordance with their its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles remedies which may limit the availability of certain remedies. (b) This Participation Agreement and each other Operative Document to which the Owner Trust is a party (i) have been Agreement (assuming due authorization, execution and delivery by the Owner Participant of the Trust Agreement and upon due direction by the Owner Participant pursuant thereto), (i) - have been duly authorized, executed and delivered by one of its the Owner Trustee's officers who is duly authorized to execute and deliver such Operative Document on behalf of the Managing TrusteeOwner Trustee and, and (ii) assuming the due authorization, -- execution and delivery hereof and thereof by the other parties hereto and thereto, are as the case may be, constitute, and each other Operative Document to which the Owner Trustee is a party will, when executed and delivered by the Owner Trustee, be duly executed and delivered by an officer of the Owner Trustee who is duly authorized to execute and deliver such Operative Document on behalf of the Owner Trustee, and thereupon will, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute, a legal, valid and binding obligation of the Owner Trustee enforceable against the Owner Trustee in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles, which may limit the availability of certain remedies. Upon execution of the Secured Notes by the Owner Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and this Agreement, the Secured Notes will be legal, valid and binding obligations of the Owner Trust Trustee enforceable against it the Owner Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies and upon execution of the Secured Note by the Managing Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and this Agreement, the Secured Note will be legal, valid and binding obligations of the Owner Trust enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles which may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) This Agreement, ---------------------------------------- the Trust The execution and delivery of this Agreement and each the other Operative Document Transaction Agreements to which Fosun, FSPV or Warrantor is a party, the Trust Company performance by Fosun, FSPV and Warrantor of their respective obligations hereunder and thereunder, and the consummation by Fosun, FSPV and Warrantor of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Fosun, FSPV and Warrantor and their shareholders or equity owners (as applicable). This Agreement and the Chuangxin Share Transfer Agreement have been duly executed by Fosun, FSPV and/or Warrantor, as applicable, and the other Transaction Agreements to which Fosun, FSPV or Warrantor is a party have been duly authorized, will be validly executed and delivered by Fosun, FSPV or Warrantor, as the Trust Company andcase may be, assuming due authorization, execution at or prior to the JV Closing as specified in this Agreement. This Agreement and delivery by the other parties hereto and thereto, are Chuangxin Share Transfer Agreement constitute the legal, valid and binding obligations of Fosun, FSPV and Warrantor, as applicable, and the Trust Company other Transaction Agreements when executed and delivered by Fosun, FSPV or Warrantor will constitute, the legal, valid and binding obligations of Fosun, FSPV or Warrantor, as applicable, enforceable against it Fosun, FSPV or Warrantor, as applicable, in accordance with their respective terms, in each case, except as such enforceability enforcement may be limited by general principles of equity whether applied in a court of Law or a court of equity, and by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or insolvency and similar laws Law affecting creditors' ’ rights generally and by remedies generally. To the application of general equitable principles which may limit the availability of certain remedies. (b) This extent that any Fosun Party or Fosun Contributed Company executes any Transaction Agreement and each other Operative Document to which the Owner Trust is under a party (i) have power-of-attorney, such power-of-attorney has been (assuming due authorization, execution and delivery by the Owner Participant of the Trust Agreement and upon due direction by the Owner Participant pursuant thereto) duly authorized, executed and delivered by one of its officers who is duly authorized to execute and deliver by all requisite action on the part of such Operative Document on behalf of the Managing TrusteeFosun Party or Fosun Contributed Company, as applicable, has been duly executed by such Fosun Party or Fosun Contributed Company, as applicable, and (ii) assuming due authorization, execution and delivery by constitutes the other parties hereto and thereto, are legal, valid and binding obligations obligation of the Owner Trust such Fosun Party or Fosun Contributed Company, as applicable, enforceable against it such Fosun Party or Fosun Contributed Company, as applicable, in accordance with their respective its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies and upon execution of the Secured Note by the Managing Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and this Agreement, the Secured Note will be legal, valid and binding obligations of the Owner Trust enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) This AgreementThe execution, ---------------------------------------- delivery and performance by the Trust Indenture Trustee of this Participation Agreement and each other Operative Document to which the Trust Company Indenture Trustee is a party have been duly authorized, authorized by the Indenture Trustee. This Participation Agreement has been duly executed and delivered by the Trust Company Indenture Trustee and, assuming the due authorization, execution and delivery hereof by the other parties hereto hereto, constitutes, and each other Operative Document to which the Indenture Trustee is a party, will when executed and delivered by the Indenture Trustee, be duly executed and delivered by the Indenture Trustee and thereupon will, assuming the due authorization, execution and delivery thereof by the other parties thereto, are constitute, a legal, valid and binding obligations obligation of the Trust Company Indenture Trustee in its individual capacity (to the extent it is a party hereto or thereto in such capacity), enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. Assuming due authorization, execution and delivery thereof by the Owner Trustee, each Secured Note issued on the Closing Date pursuant to the terms of this Agreement and the Indenture on the Closing Date will have been duly authenticated. (b) This Participation Agreement has been duly executed and delivered by the Indenture Trustee and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes, and each other Operative Document to which the Owner Trust Indenture Trustee is a party (i) have been (party, will, when executed and delivered by the Indenture Trustee, be duly executed and delivered by the Indenture Trustee and thereupon will, assuming the due authorization, execution and delivery by the Owner Participant of the Trust Agreement and upon due direction by the Owner Participant pursuant thereto) duly authorized, executed and delivered by one of its officers who is duly authorized to execute and deliver such Operative Document on behalf of the Managing Trustee, and (ii) assuming due authorization, execution and delivery thereof by the other parties hereto and thereto, are thereto constitute legal, valid and binding obligations of the Owner Trust Indenture Trustee, enforceable against it the Indenture Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies and upon execution of the Secured Note by the Managing Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and this Agreement, the Secured Note will be legal, valid and binding obligations of the Owner Trust enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidationreceivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles which may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) This Agreement, ---------------------------------------- the Trust Agreement and each other Operative Document Agreement to which the Trust Company or Laskaris is a party have been been, or on the Closing Date will be, duly authorizedxxxxxxxzed, executed and delivered by the Trust Company andand Laskaris, respectively, and assuming due authorization, execution and delivery axx xxxxxery by the other parties hereto and thereto, are are, or on the Closing Date will be, legal, valid and binding obligations of the Trust Company and Laskaris, respectively, enforceable against it or him in accordance with their xxxx xxeir respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. (b) This Agreement and each other Operative Document to which the Owner Trust Grantor Trustee is a party (i) have been been, or on the Closing Date will be, (assuming due authorization, execution and delivery by the Owner Participant of the Trust Agreement and upon due direction by the Owner Participant pursuant thereto) ), in the case of the Corporate Grantor Trustee, duly authorized, executed and delivered by one of its officers who is duly authorized to execute and deliver such Operative Document on behalf of the Managing Corporate Grantor Trustee and, in the case of the Individual Grantor Trustee, duly executed by Laskaris, and (ii) assuming due authorization, execution and delivery by the delivexx xx xxe other parties hereto and thereto, are are, or on the Closing Date will be, legal, valid and binding obligations of the Owner Trust Grantor Trustee enforceable against it the Grantor Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies and upon remedies. Upon execution of the Secured Note Notes by the Managing Grantor Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and this Agreement, the Secured Note Notes will be legal, valid and binding obligations of the Owner Trust Grantor Trustee enforceable against it the Grantor Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies.

Authorization; Execution; Enforceability. The Company has the requisite corporate power, authority and legal capacity to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party. The execution, delivery and performance by the Company of this Agreement, the other Ancillary Agreements to which the Company is a party, and each of the transactions contemplated hereby or thereby have been duly and validly authorized by all requisite action on the part of the Company and the Sellers and no other act or proceeding on the part of the Company or the Sellers (aother than the waiver of the restrictions in the Stock Restriction Agreement pursuant to Section ‎ 9.14) is necessary to authorize the execution, delivery or performance by the Company of this Agreement or any Ancillary Agreement or the consummation of any of the transactions contemplated hereby or thereby. This Agreement, ---------------------------------------- the Trust Agreement and each other Operative Document of the Ancillary Agreements to which the Trust Company is a party have party, has been duly authorized, and validly executed and delivered by the Trust Company and, assuming the due authorization, execution and delivery of this Agreement and the other Ancillary Agreements by the other parties hereto and thereto, are legalthis Agreement constitutes, valid and the other Ancillary Agreements constitute, a valid, legal and binding obligations obligation of the Trust Company Company, enforceable against it the Company in accordance with their respective its terms, except as such the enforceability hereof or thereof may be limited by (a) any applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws Laws affecting the enforcement of creditors' ’ rights generally and by the application of general equitable principles which may limit (b) the availability of certain remedies. specific performance and other equitable remedies or applicable equitable principles (bwhether considered in a proceeding at law or in equity) This (collectively, the “General Enforceability Exceptions”). The Board of Directors of the Company has unanimously determined that this Agreement and each other Operative Document the Ancillary Agreement and the transactions contemplated hereby and thereby are fair to which and in the Owner Trust is a party best interest of the Company and the Sellers, and adopted written resolutions (i) have been (assuming due authorizationapproving, execution authorizing and delivery by the Owner Participant of the Trust ratifying this Agreement, each Ancillary Agreement and upon due direction by the Owner Participant pursuant thereto) duly authorized, executed transactions contemplated hereby and delivered by one of its officers who is duly authorized to execute and deliver such Operative Document on behalf of the Managing Trusteethereby, and (ii) assuming due authorization, execution and delivery by the other parties hereto and thereto, are legal, valid and binding obligations of the Owner Trust enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies and upon execution of the Secured Note by the Managing Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and declaring this Agreement, each Ancillary Agreement and the Secured Note will be legal, valid and binding obligations consummation of the Owner Trust enforceable against it transactions contemplated hereby and thereby advisable and in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally the best interests of the Company and the application of general equitable principles may limit Sellers, which resolutions have not been subsequently withdrawn or modified in a manner adverse to the availability of certain remediesPurchaser.

Authorization; Execution; Enforceability. (a) This The execution, ---------------------------------------- delivery and performance of this Participation Agreement, ---------------------------------------- the Trust Agreement and each other Operative Document to which the Trust Company is a party have been duly authorized, . Each of this Participation Agreement and the Trust Agreement has been duly executed and delivered by the Trust Company and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and or thereto, are as the case may be, constitute, and each other Operative Document to which the Trust Company is a party will, when executed and delivered by the Trust Company, be duly executed and delivered by the Trust Company and thereupon will, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute, a legal, valid and binding obligations obligation of the Trust Company Company, to the extent entered into by the Trust Company, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles remedies which may limit the availability of certain remedies. (b) This Participation Agreement and each other Operative Document to which the Owner Trust is a party (i) have been Agreement (assuming due authorization, execution and delivery by the Owner Participant of the Trust Agreement and upon due direction by the Owner Participant pursuant thereto), (i) have been duly authorized, executed and delivered by one of its the - Owner Trustee's officers who is duly authorized to execute and deliver such Operative Document on behalf of the Managing TrusteeOwner Trustee and, and (ii) assuming the due -- authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are as the case may be, constitute, and each other Operative Document to which the Owner Trustee is a party will, when executed and delivered by the Owner Trustee, be duly executed and delivered by an officer of the Owner Trustee who is duly authorized to execute and deliver such Operative Document on behalf of the Owner Trustee and thereupon will, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute, a legal, valid and binding obligation of the Owner Trustee enforceable against the Owner Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles, which may limit the availability of certain remedies. Upon execution of the Secured Notes by the Owner Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and this Agreement, the Secured Notes will be legal, valid and binding obligations of the Owner Trust Trustee enforceable against it the Owner Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies and upon execution of the Secured Note by the Managing Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and this Agreement, the Secured Note will be legal, valid and binding obligations of the Owner Trust enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles which may limit the availability of certain remedies.