Common use of Authorization of the Exchangeable Notes and the Maximum Number of Underlying Shares Clause in Contracts

Authorization of the Exchangeable Notes and the Maximum Number of Underlying Shares. (a) The Exchangeable Notes, at the Closing Date, will have been duly authorized and executed by the SPV Issuer and Holdco Buyer and, when authenticated, issued and delivered in the manner provided for in the Exchangeable Note Indenture and delivered against the deemed payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the SPV Issuer and Holdco Buyer, enforceable against each of the SPV Issuer and Holdco Buyer in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Exchangeable Note Indenture.