Common use of Power and Authority; Conflicts; Enforceability Clause in Contracts

Power and Authority; Conflicts; Enforceability. (i) Such Credit Party has full power and authority to execute and deliver this Financing Agreement and the other Loan Documents to which it is a party, and to perform all of such Credit Party’s obligations thereunder. (ii) The execution and delivery by such Credit Party of this Financing Agreement and the other Loan Documents to which it is a party, and the performance of such Credit Party’s obligations thereunder, have been duly authorized by all necessary corporate or other relevant action, and do not (w) require any consent or approval of any director or shareholder of such Credit Party that has not been obtained, (x) violate any term, provision or covenant contained in the organizational documents of such Credit Party (such as the certificate or articles of incorporation or by-laws), (y) violate, or cause such Credit Party to be in default under, any law, rule, regulation, order, judgment or award applicable to such Credit Party or its assets, or (z) violate any term, provision, covenant or representation contained in, or constitute a default under, or result in the creation of any lien under, any loan agreement, lease, indenture, mortgage, deed of trust, note, security agreement or pledge agreement or other material agreement (including, without limitation, the Sun Management Agreement) to which such Credit Party is a signatory or by which such Credit Party or any of such Credit Party’s assets are bound or affected. (iii) This Financing Agreement and the other Loan Documents to which such Credit Party is a party, constitute legal, valid and binding obligations of such Credit Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding at law or in equity.

Power and Authority; Conflicts; Enforceability. (i) Such Credit Party has full power and authority to execute and deliver this Financing Agreement and the other Loan Documents to which it is a party, and to perform all of such Credit Party’s obligations thereunder. (ii) The execution and delivery by such Credit Party of this Financing Agreement and the other Loan Documents to which it is a party, and the performance of such Credit Party’s obligations thereunder, have been duly authorized by all necessary corporate or other relevant action, and do not (w) require any consent or approval of any director or shareholder of such Credit Party that has not been obtained, (x) violate any term, provision or covenant contained in the organizational documents of such Credit Party (such as the certificate or articles of incorporation or by-laws), (y) violate, or cause such Credit Party to be in default under, any law, rule, regulation, order, judgment or award applicable to such Credit Party or its assets, or (z) violate any term, provision, covenant or representation contained in, or constitute a default under, or result in the creation of any lien under, any loan agreement, lease, indenture, mortgage, deed of trust, note, security agreement or pledge agreement or other material agreement (including, without limitation, the Sun Management Agreement) to which such Credit Party is a signatory or by which such Credit Party or any of such Credit Party’s assets are bound or affected. (iii) This Financing Agreement and the other Loan Documents to which such Credit Party is a party, party constitute legal, legal valid and binding obligations of such Credit Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding at law or in equity.

Power and Authority; Conflicts; Enforceability. (ia) Such Each Credit Party has full corporate or limited liability company power and authority authority, as applicable, to execute and deliver this Financing Agreement and the other Loan Documents to which it such Credit Party is a party, and to perform all of such Credit Party’s 's obligations thereunder. (iib) The execution and delivery by such each Credit Party of this Financing Agreement and the other Loan Documents to which it such Credit Party is a party, party and the performance of such Credit Party’s 's obligations thereunder, hereunder and thereunder have been duly authorized by all necessary corporate corporate, limited liability company or other relevant action, and do not (wi) require any consent or approval of any director director, shareholder, partner or shareholder member of such Credit Party that has not been obtained, (xii) violate any term, provision or covenant contained in the organizational documents Organizational Documents of such Credit Party (such as the certificate or articles of incorporation or by-laws)Party, (yiii) violate, or cause such Credit Party to be in default under, any law, rule, regulation, order, judgment or award Law applicable to such Credit Party or its assets, or (ziv) violate any material term, provision, covenant or representation contained in, or constitute a default under, or result in the creation of any lien Lien under, any loan agreement, lease, indenture, mortgage, deed of trust, note, security agreement or pledge agreement or other material agreement (including, without limitation, the Sun Management Agreement) to which such Credit Party is a signatory or by which such Credit Party or any of such Credit Party’s 's assets are bound or affected. (iiic) This Financing Agreement and the other Loan Documents to which such the Credit Party is a party, Parties (or any of them) are parties constitute legal, legal valid and binding obligations of such the Credit PartyParties, enforceable in accordance with their respective terms, subject to (i) applicable bankruptcy, insolvency, arrangement, moratorium, fraudulent transfer and other laws affecting creditors’ ' rights generally, and subject to (ii) general principles of equity, regardless of whether considered in a proceeding at law or in equity.

Power and Authority; Conflicts; Enforceability. ​ (ia) Such Each Credit Party has full corporate or limited liability company power and authority authority, as applicable, to execute and deliver this Financing Agreement and the other Loan Documents to which it such Credit Party is a party, and to perform all of such Credit Party’s 's obligations thereunder.. ​ (iib) The execution and delivery by such each Credit Party of this Financing Agreement and the other Loan Documents to which it such Credit Party is a party, party and the performance of such Credit Party’s 's obligations thereunder, hereunder and thereunder have been duly authorized by all necessary corporate corporate, limited liability company or other relevant action, and do not (wi) require any consent or approval of any director director, shareholder, partner or shareholder member of such Credit Party that has not been obtained, (xii) violate any term, provision or covenant contained in the organizational documents Organizational Documents of such Credit Party (such as the certificate or articles of incorporation or by-laws)Party, (yiii) violate, or cause such Credit Party to be in default under, any law, rule, regulation, order, judgment or award Law applicable to such Credit Party or its assets, or (ziv) violate any material term, provision, covenant or representation contained in, or constitute a default under, or result in the creation of any lien Lien under, any loan agreement, lease, indenture, mortgage, deed of trust, note, security agreement or pledge agreement or other material agreement (including, without limitation, the Sun Management Agreement) to which such Credit Party is a signatory or by which such Credit Party or any of such Credit Party’s 's assets are bound or affected. (iiic) This Financing Agreement and the other Loan Documents to which such the Credit Party is a party, Parties (or any of them) are parties constitute legal, legal valid and binding obligations of such the Credit PartyParties, enforceable in accordance with their respective terms, subject to (i) applicable bankruptcy, insolvency, arrangement, moratorium, fraudulent transfer and other laws affecting creditors’ ' rights generally, and subject to (ii) general principles of equity, regardless of whether considered in a proceeding at law or in equity.. ​