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Credit Suisse Securities (USA) LLC
J.P. Morgan Securities LLC
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|BofA Securities, Inc. || ||[●], 2021|
director and director nominee, respectively, and, upon execution and delivery, will constitute valid and binding agreements of the Company, the Sponsor and, to the Companys knowledge, each such executive officer, director and director nominee, respectively, enforceable against the Company, the Sponsor and, to the Companys knowledge, each such executive officer, director and director nominee, respectively, in accordance with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors rights generally from time to time in effect and by equitable principles of general applicability.
(cc) The Administrative Services Agreement has been duly authorized, and will be duly executed and delivered by the Company and, upon execution and delivery and assuming due execution and delivery by Cannae Holdings, will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors rights generally from time to time in effect and by equitable principles of general applicability.
(dd) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Statutory Prospectus and the Prospectus, will not be an investment company as defined in the Investment Company Act of 1940, as amended (the Investment Company Act).
(ee) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Trust Agreement, the Warrant Agreement, the Founders Purchase Agreement, the Warrant Subscription Agreement, the Forward Purchase Agreement, the Registration Rights Agreement, the Insider Letters or the Administrative Services Agreement, except for the registration under the Act and the Exchange Act of the Securities and such as may be required under state securities or blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Statutory Prospectus and the Prospectus.
(ff) The Company is not in violation or default of (i) any provision of its Amended and Restated Memorandum and Articles of Association and, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any (x) statute, law, rule, regulation, or (y) judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company; except in the case of clauses (ii) and (iii) above for any such conflict, breach or violation that would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the financial condition, prospects, earnings, business or properties of the Company, taken as a whole, whether or not arising from transactions in the ordinary course of business (a Material Adverse Effect).