Common use of Authorization; Execution; Enforceability Clause in Contracts

Authorization; Execution; Enforceability. (a) Each of Purchaser and Merger Sub has all requisite power and authority to execute, 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 instruments and agreements to be executed and delivered by such party as contemplated hereby, the consummation 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 and valid execution and delivery thereof by the other parties thereto (other than Purchaser or Merger Sub or any of their respective Affiliates), valid and binding obligations of each such party enforceable against it in accordance with their terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general principles of equity. (c) 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 the transactions contemplated by this Agreement in accordance with applicable Law and has unanimously resolved (subject to Section 5.10(d)) to recommend approval of the Merger by its shareholders (such recommendation, the “Parent Board Recommendation”).

Authorization; Execution; Enforceability. (a) Each of Purchaser and Merger Sub Guarantor has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate consummate, and cause the Purchaser and Merger Sub to consummate, the Merger and the other transactions expressly contemplated hereby, by the Merger Agreement subject to the approvalto, 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 Guarantor required by its Organizational Documents, by Law or otherwise to complete consummate the Merger, the Rights Issue Merger or to consummate any of the transactions expressly contemplated herebyhereby or by the Merger Agreement is, is only with respect to the approval consummation of the resolutions set forth in Merger and the Rights Issue, 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 EGMShareholder Approval. (b) The execution and delivery by each of Purchaser and Merger Sub Guarantor of this Agreement and the other instruments and agreements to be executed and delivered by such party Guarantor as contemplated hereby, hereby or by the consummation of the transactions expressly contemplated hereby and thereby to be consummated by Purchaser or Merger Sub (other than consummation of the Merger)Agreement, and the performance by such party Guarantor of its obligations hereunder and thereunder have been duly and validly authorized or as contemplated by all requisite action on the part of such party. The consummation of the Merger has Agreement have been duly and validly authorized by all requisite corporate action on the part of Purchaser Guarantor subject to, with respect to the consummation of the Merger and Merger Subthe Rights Issue, 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 Guarantor as contemplated hereby or by the Merger Agreement have been or will be, when delivered, duly and validly executed and delivered by each such party Guarantor and constitute or upon execution and delivery will constitute, assuming the due and valid execution and delivery thereof by the other parties thereto (other than Purchaser or Merger Sub or any of their respective Affiliates)Company, valid and binding obligations of each such party Guarantor enforceable against it in accordance with their terms terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general principles of equity. (c) The Rights Issue has been duly and validly authorized by all requisite corporate action on the part of ParentGuarantor, except for the Parent Shareholder Approval. (d) The Board of Directors of Parent has approved the Guaranty Agreement and the transactions contemplated by this Agreement in accordance with applicable Law and has unanimously resolved (subject to Section 5.10(d)) to recommend approval of the Merger by its shareholders (such recommendation, the “Parent Board Recommendation”).

Authorization; Execution; Enforceability. (a) Each The execution, ---------------------------------------- delivery and performance by the Indenture Trustee of Purchaser this Participation Agreement and Merger Sub each other Operative Document to which the Indenture Trustee is a party have been duly authorized by the Indenture Trustee. This Participation Agreement has all requisite power been duly executed and authority 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 executewhich the Indenture Trustee is a party, deliver will when executed and perform 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, constitute, a legal, valid and binding obligation of the Indenture Trustee in its obligations under individual capacity (to the extent it is a party hereto or thereto in such capacity), enforceable against it 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. 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 to consummate the transactions expressly contemplated hereby, subject to Indenture on 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 EGMFunding Date will have been duly authenticated. (b) The execution and delivery by each of Purchaser and Merger Sub of this This Participation Agreement and the other instruments and agreements to be has been duly executed and delivered by such party as contemplated herebythe Indenture Trustee and, assuming the consummation of due authorization, execution and delivery hereof by the transactions expressly contemplated hereby and thereby to be consummated by Purchaser or Merger Sub (other than consummation of the Merger)parties hereto, constitutes, and each other Operative Document to which 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 Indenture Trustee is a 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 will, when executed and delivered by either Purchaser or Merger Sub as contemplated hereby have been the Indenture Trustee, be duly and validly executed and delivered by each such party the Indenture Trustee and constitutethereupon will, assuming the due and valid authorization, execution and delivery thereof by the other parties thereto (other than Purchaser or Merger Sub or any of their respective Affiliates)constitute legal, valid and binding obligations of each such party the Indenture Trustee, enforceable against it the Indenture Trustee in accordance with their terms subject to its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, liquidation, receivership, moratorium and or similar laws affecting creditors' rights generally and the application of general applicability relating to or affecting creditors rights and to general equitable principles which may limit the availability of equitycertain remedies. (c) 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 the transactions contemplated by this Agreement in accordance with applicable Law and has unanimously resolved (subject to Section 5.10(d)) to recommend approval of the Merger by its shareholders (such recommendation, the “Parent Board Recommendation”).

Authorization; Execution; Enforceability. (a) 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 Purchaser and Merger Sub has all requisite power and authority to execute, 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 Participation Agreement and the other instruments and agreements to be Trust Agreement has been duly executed and delivered by such party the Trust Company and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, as contemplated herebythe case may be, the consummation of the transactions expressly contemplated hereby and thereby to be consummated by Purchaser or Merger Sub (other than consummation of the Merger)constitute, and each other Operative Document to which the performance by such Trust Company is a 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 Subwill, subject to obtaining Parent Shareholder Approval. This Agreement and the other instruments and agreements to be when executed and delivered by either Purchaser or Merger Sub as contemplated hereby have been the Trust Company, be duly and validly executed and delivered by each such party the Trust Company and constitutethereupon will, assuming the due and valid authorization, execution and delivery thereof by the other parties thereto thereto, constitute, a legal, valid and binding obligation of the Trust Company, to the extent entered into by the Trust Company, enforceable against it 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 by the application of general equitable remedies which may limit the availability of certain remedies. (b) This Participation Agreement and the Trust 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 the Owner Trustee's officers who is duly authorized to execute and deliver such Operative Document on behalf of the Owner Trustee and, (ii) assuming the due authorization, -- execution and delivery hereof and thereof by the other than Purchaser parties hereto and thereto, 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 Merger Sub 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 any the giving of their respective Affiliates)consideration therefor in accordance with the Indenture and this Agreement, the Secured Notes will be legal, valid and binding obligations of each such party the Owner Trustee enforceable against it the Owner Trustee in accordance with their terms subject to respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, liquidation, moratorium and or similar laws affecting creditors' rights generally and the application of general applicability relating to or affecting creditors rights and to general equitable principles which may limit the availability of equitycertain remedies. (c) 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 the transactions contemplated by this Agreement in accordance with applicable Law and has unanimously resolved (subject to Section 5.10(d)) to recommend approval of the Merger by its shareholders (such recommendation, the “Parent Board Recommendation”).

Authorization; Execution; Enforceability. (a) Each of Purchaser The execution, ---------------------------------------- delivery and Merger Sub has all requisite power and authority to execute, 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 performance of this Participation Agreement and the other instruments Pass Through Trust Documents, and agreements each of the transactions contemplated to be performed by State Street Bank and Trust Company or the Pass Through Trustee hereby or thereby, have been duly authorized 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 such party as contemplated herebyState Street Bank and Trust Company, in its individual capacity, and, assuming the consummation of due authorization, execution and delivery hereof and thereof by the transactions expressly contemplated hereby other parties hereto and thereby to be consummated by Purchaser or Merger Sub (other than consummation of the Merger)thereto, constitutes, 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 Subeach Pass Through Trust Supplement will, subject to obtaining Parent Shareholder Approval. This Agreement and the other instruments and agreements to be when executed and delivered by either Purchaser or Merger Sub State Street Bank and Trust Company, in its individual capacity and in its capacity as contemplated hereby have been Pass Through Trustee, be duly and validly executed and delivered by each such party State Street Bank and constituteTrust Company, in its individual capacity, and thereupon will, assuming the due and valid authorization, execution and delivery thereof by the other parties thereto (other than Purchaser or Merger Sub or any of their respective Affiliates)thereto, constitute a legal, valid and binding obligations obligation of each State Street Bank and Trust Company, in its individual capacity (to the extent it is a party hereto or thereto in such party capacity), enforceable against it in accordance with their terms subject to respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, 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) The execution, delivery and performance of this Participation Agreement and each Pass Through Trust Document and each Pass Through Certificate have been duly authorized by the Pass Through Trustee. Each of this Participation Agreement and the Pass Through Trust Agreement has been duly authorized, executed and delivered by the Pass Through Trustee and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, 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 obligation of the 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, receivership, moratorium and or similar laws affecting creditors' rights generally and the application of general applicability relating to or affecting creditors rights and to general equitable principles which may limit the availability of equity. (c) 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 certain remedies and the transactions contemplated by this Agreement in accordance with applicable Law and has unanimously resolved (subject Certificate holders, will be entitled to Section 5.10(d)) to recommend approval the benefits of the Merger by its shareholders (such recommendation, the “Parent Board Recommendation”)applicable Pass Through Trust Documents.

Authorization; Execution; Enforceability. (a) 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 Purchaser and Merger Sub has all requisite power and authority to execute, 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 Participation Agreement and the other instruments and agreements to be Trust Agreement has been duly executed and delivered by such party the Trust Company and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, as contemplated herebythe case may be, the consummation of the transactions expressly contemplated hereby and thereby to be consummated by Purchaser or Merger Sub (other than consummation of the Merger)constitute, and each other Operative Document to which the performance by such Trust Company is a 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 Subwill, subject to obtaining Parent Shareholder Approval. This Agreement and the other instruments and agreements to be when executed and delivered by either Purchaser or Merger Sub as contemplated hereby have been the Trust Company, be duly and validly executed and delivered by each such party the Trust Company and constitutethereupon will, assuming the due and valid authorization, execution and delivery thereof by the other parties thereto (other than Purchaser or Merger Sub or any of their respective Affiliates)thereto, constitute, a legal, valid and binding obligations obligation of each such party the Trust Company, to the extent entered into by the Trust Company, enforceable against it in accordance with their terms subject to respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable remedies which may limit the availability of certain remedies. (b) This Participation Agreement and the Trust 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 the - Owner Trustee's officers who is duly authorized to execute and deliver such Operative Document on behalf of the Owner Trustee and, (ii) assuming the due -- authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, 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 and or similar laws affecting creditors' rights generally and the application of general applicability relating to 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 affecting creditors rights and to general principles the giving of equity. (c) 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 the transactions contemplated by this Agreement consideration therefor in accordance with applicable Law the Indenture and has unanimously resolved (subject to Section 5.10(d)) to recommend approval this Agreement, the Secured Notes will be legal, valid and binding obligations of the Merger Owner Trustee enforceable against the Owner Trustee in accordance with their respective terms, except as such enforceability may be limited by its shareholders (such recommendationapplicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the “Parent Board Recommendation”)application of general equitable principles which may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) Each of Purchaser The Company has the requisite corporate power, authority and Merger Sub has all requisite power legal capacity to execute and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions expressly contemplated hereby, subject to the approval, prior to the consummation each of the Merger Ancillary Agreements to which the Company is a party. The execution, delivery and the Rights Issue, of the resolutions set forth in the Parent Shareholders Circular performance by the holders Company 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 Mergerthis Agreement, the Rights Issue or other Ancillary Agreements to consummate which the transactions expressly contemplated herebyCompany is a party, 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 instruments and agreements to be executed and delivered by such party as contemplated hereby, the consummation of the transactions expressly contemplated hereby and or 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 Company and validly authorized by all requisite corporate action the Sellers and no other act or proceeding on the part of Purchaser and Merger Subthe Company or the Sellers (other than the waiver of the restrictions in the Stock Restriction Agreement pursuant to Section ‎ 9.14) is necessary to authorize the execution, subject to obtaining Parent Shareholder Approvaldelivery 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 Agreement, and each of the other instruments and agreements Ancillary Agreements to be executed and delivered by either Purchaser or Merger Sub as contemplated hereby have which the Company is a party, has been duly and validly executed and delivered by each such party and constitutethe Company and, assuming the due and valid execution and delivery thereof of this Agreement and the other Ancillary Agreements by the other parties thereto (hereto and thereto, this Agreement constitutes, and the other than Purchaser or Merger Sub or any of their respective Affiliates)Ancillary Agreements constitute, valid a valid, legal and binding obligations obligation of each such party the Company, enforceable against it the Company in accordance with their terms subject to its terms, except as the enforceability hereof or thereof may be limited by (a) any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and similar laws (b) the availability of general applicability relating to specific performance and other equitable remedies or affecting creditors rights and to general applicable equitable principles of (whether considered in a proceeding at law or in equity. ) (c) The Rights Issue has been duly and validly authorized by all requisite corporate action on collectively, the part of Parent, except for the Parent Shareholder Approval. (d) “General Enforceability Exceptions”). The Board of Directors of Parent the Company has approved unanimously determined that this Agreement and the Guaranty Ancillary Agreement and the transactions contemplated by this Agreement hereby and thereby are fair to and in accordance with applicable Law and has unanimously resolved (subject to Section 5.10(d)) to recommend approval the best interest of the Merger by its shareholders Company and the Sellers, and adopted written resolutions (such recommendationi) approving, authorizing and ratifying this Agreement, each Ancillary Agreement and the “Parent Board Recommendation”)transactions contemplated hereby and thereby, and (ii) declaring this Agreement, each Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby advisable and in the best interests of the Company and the Sellers, which resolutions have not been subsequently withdrawn or modified in a manner adverse to the Purchaser.

Authorization; Execution; Enforceability. (a) Each The execution, ---------------------------------------- delivery and performance by the Indenture Trustee of Purchaser this Participation Agreement and Merger Sub each other Operative Document to which the Indenture Trustee is a party have been duly authorized by the Indenture Trustee. This Participation Agreement has all requisite power been duly executed and authority 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 executewhich the Indenture Trustee is a party, deliver will when executed and perform 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, constitute, a legal, valid and binding obligation of the Indenture Trustee in its obligations under 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 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 to consummate the transactions expressly contemplated hereby, subject to Indenture on 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 EGMClosing Date will have been duly authenticated. (b) The execution and delivery by each of Purchaser and Merger Sub of this This Participation Agreement and the other instruments and agreements to be has been duly executed and delivered by such party as contemplated herebythe Indenture Trustee and, assuming the consummation of due authorization, execution and delivery hereof by the transactions expressly contemplated hereby and thereby to be consummated by Purchaser or Merger Sub (other than consummation of the Merger)parties hereto, constitutes, and each other Operative Document to which 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 Indenture Trustee is a 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 will, when executed and delivered by either Purchaser or Merger Sub as contemplated hereby have been the Indenture Trustee, be duly and validly executed and delivered by each such party the Indenture Trustee and constitutethereupon will, assuming the due and valid authorization, execution and delivery thereof by the other parties thereto (other than Purchaser or Merger Sub or any of their respective Affiliates)constitute legal, valid and binding obligations of each such party the Indenture Trustee, enforceable against it the Indenture Trustee in accordance with their terms subject to respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, liquidation, receivership, moratorium and or similar laws affecting creditors' rights generally and the application of general applicability relating to or affecting creditors rights and to general equitable principles which may limit the availability of equitycertain remedies. (c) 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 the transactions contemplated by this Agreement in accordance with applicable Law and has unanimously resolved (subject to Section 5.10(d)) to recommend approval of the Merger by its shareholders (such recommendation, the “Parent Board Recommendation”).

Authorization; Execution; Enforceability. (a) Each of Purchaser The execution, ---------------------------------------- delivery and Merger Sub has all requisite power and authority to execute, 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 performance of this Participation Agreement and the other instruments Pass Through Trust Documents, and agreements each of the transactions contemplated to be performed by State Street Bank and Trust Company or the Pass Through Trustee hereby or thereby, have been duly authorized 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 such party as contemplated herebyState Street Bank and Trust Company, in its individual capacity, and, assuming the consummation of due authorization, execution and delivery hereof and thereof by the transactions expressly contemplated hereby other parties hereto and thereby to be consummated by Purchaser or Merger Sub (other than consummation of the Merger)thereto, constitutes, 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 Subeach Pass Through Trust Supplement will, subject to obtaining Parent Shareholder Approval. This Agreement and the other instruments and agreements to be when executed and delivered by either Purchaser or Merger Sub State Street Bank and Trust Company, in its individual capacity and in its capacity as contemplated hereby have been Pass Through Trustee, be duly and validly executed and delivered by each such party State Street Bank and constituteTrust Company, in its individual capacity, and thereupon will, assuming the due and valid authorization, execution and delivery thereof by the other parties thereto (other than Purchaser or Merger Sub or any of their respective Affiliates)thereto, constitute a legal, valid and binding obligations obligation of each State Street Bank and Trust Company, in its individual capacity (to the extent it is a party hereto or thereto in such party capacity), enforceable against it in accordance with their terms subject to respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, 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) The execution, delivery and performance of this Participation Agreement and each Pass Through Trust Document and each Pass Through Certificate have been duly authorized by the Pass Through Trustee. Each of this Participation Agreement and the Pass Through Trust Agreement has been duly authorized, executed and delivered by the Pass Through Trustee and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, 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 obligation of the 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, receivership, moratorium and or similar laws affecting creditors' rights generally and the application of general applicability relating to or affecting creditors rights and to general equitable principles which may limit the availability of equity. (c) 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 certain remedies and the transactions contemplated by this Agreement in accordance with applicable Law and has unanimously resolved (subject Certificateholders will be entitled to Section 5.10(d)) to recommend approval the benefits of the Merger by its shareholders (such recommendation, the “Parent Board Recommendation”)applicable Pass Through Trust Documents.

Authorization; Execution; Enforceability. (a) Each of Purchaser and Merger Sub has all requisite power and authority to execute, 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 instruments Transaction Agreements to which Fosun, FSPV or Warrantor is a party, the performance by Fosun, FSPV and agreements 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 will be validly executed and delivered by such party Fosun, FSPV or Warrantor, as contemplated herebythe case may be, at or prior to the consummation JV Closing as specified in this Agreement. This Agreement and the Chuangxin Share Transfer Agreement constitute the legal, valid and binding obligations of the transactions expressly contemplated hereby Fosun, FSPV and thereby to be consummated by Purchaser or Merger Sub (other than consummation of the Merger)Warrantor, as applicable, and the performance 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 Fosun, FSPV or Warrantor, as applicable, in accordance with their respective terms, in each case, except as 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 and similar Law affecting creditors’ rights and remedies generally. To the extent that any Fosun Party or Fosun Contributed Company executes any Transaction Agreement under a power-of-attorney, such party of its obligations hereunder and thereunder have power-of-attorney has been duly and validly authorized by all requisite action on the part of such party. The consummation of the Merger Fosun Party or Fosun Contributed Company, as applicable, has been duly executed by such Fosun Party or Fosun Contributed Company, as applicable, and validly authorized by all requisite corporate action on constitutes 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 and valid execution and delivery thereof by the other parties thereto (other than Purchaser or Merger Sub or any of their respective Affiliates)legal, valid and binding obligations obligation of each such party Fosun Party or Fosun Contributed Company, as applicable, enforceable against it such Fosun Party or Fosun Contributed Company, as applicable, in accordance with their terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general principles of equityits terms. (c) 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 the transactions contemplated by this Agreement in accordance with applicable Law and has unanimously resolved (subject to Section 5.10(d)) to recommend approval of the Merger by its shareholders (such recommendation, the “Parent Board Recommendation”).