Common use of Authorization of the Securities Clause in Contracts

Authorization of the Securities. (A) The Securities have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company 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 Indenture; (B) The Guarantees have been duly authorized and, at the Closing Time, will have been duly executed by the Parent Guarantor and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Parent Guarantor, enforceable against the Parent Guarantor 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 Indenture.

Authorization of the Securities. (A) The Securities Notes to be purchased by the Underwriters from the Company are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general equitable 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, of the Indenture; (B) . The Guarantees of the Notes are in the respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture by the Guarantors and, at the Closing Time, the Guarantees of the Notes will have been duly executed by each of the Parent Guarantor Guarantors and, when authenticated, issued and delivered the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Parent GuarantorGuarantors, enforceable against the Parent Guarantor Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general equitable 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, of the Indenture.

Authorization of the Securities. (Ai) The Securities Notes to be purchased by the Underwriters from the Company are in the form contemplated by the Indenture, have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing TimeDate, will have been duly executed by the Company and, when authenticated, issued and delivered authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally creditors or by general equitable principles and except as enforcement thereof is subject will be entitled to general principles the benefits of equity the Indenture and (regardless ii) the Guarantees of whether enforcement is considered in a proceeding in equity or at law), and the Notes will be in the form contemplated by, and entitled to the benefits of, by the Indenture; (B) The Guarantees , have been duly authorized by the Guarantors for issuance pursuant to this Agreement and the Indenture and, at the Closing TimeDate, will have been duly executed by each of the Parent Guarantor Guarantors and, when authenticated, issued and delivered the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Parent GuarantorGuarantors, enforceable against the Parent Guarantor 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equitable principles, and will be in the form contemplated by, and entitled to the benefits of, of the Indenture.

Authorization of the Securities. (A) The Securities have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated, authenticated and issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement(and assuming the due authorization, execution and delivery of the Indenture by the Trustee), will constitute valid and binding obligations of the Company, enforceable against the Company 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors’ ' rights generally and except as enforcement thereof is subject to generally, or by 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 Indenture; (B) . The Guarantees Exchange Securities have been duly authorized and, at the Closing Time, will have been duly when executed by the Parent Guarantor and, when authenticated, and authenticated and issued and delivered by the Company in exchange for the Securities pursuant to the Exchange Offer (as defined in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Registration Rights Agreement), will constitute valid and binding obligations of the Parent GuarantorCompany, enforceable against the Parent Guarantor Company 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors’ ' rights generally and except as enforcement thereof is subject to generally, or by 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 Indenture.

Authorization of the Securities. (A) The Securities Notes to be purchased by the Initial Purchasers from the Company will on the Closing Date be in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing TimeDate, will have been duly executed by the Company andCompany, and when authenticated, issued and delivered authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (includingfraudulent conveyance, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equitable principles, and will be in the form contemplated by, and entitled to the benefits of, of the Indenture; (B) . The Guarantees on the Closing Date when issued will be in the respective forms contemplated by the Indenture and have been duly authorized andfor issuance pursuant to this Agreement and the Indenture; the Guarantees, at the Closing TimeDate, will have been duly executed by each of the Parent Guarantor Guarantors and, when authenticated, issued and delivered the Notes have been authenticated in the manner provided for in the Indenture and issued and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, the Guarantees will constitute valid and binding obligations agreements of the Parent GuarantorGuarantors, in each case, enforceable against the Parent Guarantor Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (includingfraudulent conveyance, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equitable principles, and will be in the form contemplated by, and entitled to the benefits of, of the Indenture.

Authorization of the Securities. (A) The Securities Notes to be purchased by the Underwriters from the Company are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing TimeDate, will have been duly executed by the Company and, when authenticated, issued and delivered authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general equitable 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, of the Indenture; (B) . The Guarantees of the Notes are in the respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture by the Guarantors and, at the Closing TimeDate, the Guarantees of the Notes will have been duly executed by each of the Parent Guarantor Guarantors and, when authenticated, issued and delivered the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Parent GuarantorGuarantors, enforceable against the Parent Guarantor Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general equitable 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, of the Indenture.

Authorization of the Securities. (A) The Securities Notes to be purchased by the Underwriters from the Company are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general equitable principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be entitled to the benefits of the Indenture. The Guarantee of the Notes is in the form contemplated by, and entitled to the benefits of, by the Indenture; (B) The Guarantees have , has been duly authorized for issuance and sale pursuant to this Agreement and the Indenture by the Guarantor and, at the Closing Time, the Guarantee of the Notes will have been duly executed by the Parent Guarantor and, when authenticated, issued and delivered the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Parent Guarantor, enforceable against the Parent Guarantor in accordance with their its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general equitable 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, of the Indenture.

Authorization of the Securities. (A) The Securities Notes to be purchased by the Initial Purchasers from the Company are substantially in the form contemplated by the Indenture, have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing TimeDate, will have been duly executed by the Company and, when authenticated, issued and delivered authenticated by the Trustee in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general equitable 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, of the Indenture; (B) The Guarantees have been . Each Initial Guarantor has duly authorized and, at the Closing Time, will have been duly executed by the Parent Guarantor Guarantees and, when authenticated, the Notes have been issued and delivered authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, the Guarantees will constitute valid and binding obligations agreements of the Parent GuarantorInitial Guarantors, enforceable against the Parent Guarantor Initial Guarantors 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general equitable 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 Indenture.

Authorization of the Securities. (Ai) The Securities Notes to be purchased by the Purchaser from Acquisition Corp. are in the form contemplated by this Agreement, have been duly authorized for issuance and sale pursuant to this Agreement and, at the Closing TimeDate, will have been duly executed by the Company Acquisition Corp. and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general equitable principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity or at law), equity) and will be in the form contemplated by, and entitled to the benefits of, the Indenture; of this Agreement. (Bii) The Guarantees are in the respective forms contemplated by this Agreement, have been duly authorized and, at the Closing Time, will for issuance and sale pursuant to this Agreement and have been duly executed by each of the Parent Guarantor Guarantors and, when authenticated, issued and delivered in the manner provided for in the Indenture and Notes have been delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations of the Parent GuarantorGuarantors, enforceable against the Parent Guarantor in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general equitable principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity or at law), equity) and will be in the form contemplated by, and entitled to the benefits of, the Indentureof this Agreement.

Authorization of the Securities. (A) The Securities Notes have been duly authorized and, at the Closing Time, will have been duly executed by the Company Operating Partnership and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the CompanyOperating Partnership, enforceable against the Company Operating Partnership 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 Indenture; (B) . The Guarantees have been duly authorized by the Partnership for issuance and sale to the Underwriters as part of the Securities pursuant to this Agreement and, at when the Closing Time, will have been Notes are duly executed by the Parent Guarantor and, when Operating Partnership and authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Parent GuarantorPartnership, enforceable against the Parent Guarantor Partnership 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 Indenture.

Authorization of the Securities. (A) The Securities to be purchased by the Purchasers from the Issuer will on the Closing Date be in the form contemplated by the Interim Notes Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Interim Notes Indenture and, at the Closing TimeDate, will have been duly executed by the Company Issuer and, when authenticated, issued and delivered authenticated in the manner provided for in the Interim Notes Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations of the CompanyIssuer, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitationconcurso, all reorganization, quiebra, moratorium or other similar laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement the rights and remedies of creditors’ rights generally creditors or by general equitable principles and except as enforcement thereof is subject will be entitled to general principles the benefits of equity the Interim Notes Indenture. The Guarantees of the Additional Interim Notes on the Closing Date (regardless of whether enforcement is considered in a proceeding in equity or at law), and on the Accession Date for Acceding Guarantors) when issued will be in the form respective forms contemplated by, by the Interim Notes Indenture and entitled to the benefits of, the Indenture; (B) The Guarantees have been duly authorized andby each of such Guarantors for issuance pursuant to this Agreement and the Interim Notes Indenture; the Guarantees of the Additional Interim Notes, at the Closing Time, Date (or on the Accession Date for Acceding Guarantors) will have been duly executed by the Parent Guarantor each of such Guarantors and, when authenticated, issued and delivered the Additional Interim Notes have been authenticated in the manner provided for in the Interim Notes Indenture and issued and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, the Guarantees of the Additional Interim Notes will constitute valid and binding obligations agreements of the Parent Guarantorsuch Guarantors, enforceable against the Parent Guarantor in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)concurso, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general equitable 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, of the Interim Notes Indenture.

Authorization of the Securities. (A) The Securities, Exchange Securities and Private Exchange Notes, if any, have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations of the Company, enforceable against the Company 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 other similar laws relating to or affecting enforcement of creditors’ ' rights generally and except as enforcement thereof is subject to generally, or by 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 Indenture; (B) The Guarantees have been duly authorized and, at and the Closing TimeExchange Securities and the Private Exchange Notes, will have been duly executed by the Parent Guarantor andif any, when executed, authenticated, issued and delivered by the Company, in exchange for the manner provided for Securities in accordance with the Indenture and delivered against payment terms of the purchase price therefor as provided in this Registration Rights Agreement, will constitute valid and binding obligations of the Parent GuarantorCompany, entitled to the benefits of the Indenture and enforceable against the Parent Guarantor Company in accordance with their termsthe terms thereof, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or and similar laws affecting enforcement of creditors’ ' rights generally and except remedies generally, and subject, as enforcement thereof is subject to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is considered sought in a proceeding at law or in equity or at lawequity), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.. 8

Authorization of the Securities. (Ai) The Securities Notes to be purchased by the Underwriters from the Company are in the form contemplated by the Indenture, have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing TimeDate, will have been duly executed by the Company and, when authenticated, issued and delivered authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally creditors or by general eq uitable principles and except as enforcement thereof is subject will be entitled to general principles the benefits of equity the Indenture and (regardless ii) the Guarantees of whether enforcement is considered in a proceeding in equity or at law), and the Notes will be in the form contemplated by, and entitled to the benefits of, by the Indenture; (B) The Guarantees , have been duly authorized by the Guarantors for issuance pursuant to this Agreement and the Indenture and, at the Closing TimeDate, will have been duly executed by each of the Parent Guarantor Guarantors and, when authenticated, issued and delivered the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Parent GuarantorGuarantors, enforceable against the Parent Guarantor 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equitable principles, and will be in the form contemplated by, and entitled to the benefits of, of the Indenture.

Authorization of the Securities. (A) The Securities have been ------------------------------- duly authorized and, at the Closing Time, will have been duly executed by the Company Healthtrust and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of Healthtrust, enforceable against Healthtrust 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 substantially in the form contemplated by, and entitled to the benefits of, the Indenture. At the Closing Time, the Securities will have been authorized by each of LifePoint and Holdings and, when the first and second indenture supplements to the Indenture are executed and delivered by LifePoint and Holdings, respectively, will constitute valid and binding obligations of LifePoint and Holdings, respectively, enforceable against LifePoint and Holdings, respectively, 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). The Exchange Notes have been authorized by each of Healthtrust, and, at the Closing Time, will have been authorized by LifePoint and Holdings and, when executed and issued and delivered by the Company in exchange for the Securities pursuant to the Exchange Offer (as defined in the Registration Rights Agreement), will constitute valid and binding obligations of the Company, enforceable against the Company 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 Indenture; (B) The Guarantees have been duly authorized and, at the Closing Time, will have been duly executed by the Parent Guarantor and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Parent Guarantor, enforceable against the Parent Guarantor 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 Indenture.

Authorization of the Securities. (A) The Securities Company has full corporate power and authority to issue, sell and deliver the Notes to the Initial Purchasers as provided herein and therein. The Notes have been duly authorized by the Company and, at the Closing Time, the Notes (in the form of the global note) will have been duly executed by the Company and, when the Notes are authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company 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 Indenture; (B) . Each of the Guarantors has full corporate power and authority to issue, sell and deliver the Guarantees to the Initial Purchasers as provided herein and therein. The Guarantees have been duly authorized by each of the Guarantors and, at the Closing Time, the Guarantees will have been duly executed by each of the Parent Guarantor Guarantors and, when the Notes are authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, the Guarantees will constitute valid and binding obligations of each of the Parent GuarantorGuarantors, enforceable against each of the Parent Guarantor Guarantors 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 Indenture.

Authorization of the Securities. (Ai) The Securities Notes to be purchased by the Underwriters from the Company are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Time, will have been duly when executed by the Company and, when authenticated, issued and delivered authenticated by the Trustee in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general equitable 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, of the Indenture; . (Bii) The Guarantees of the Notes are in the respective forms contemplated by the Indenture, have been duly authorized and, at for issuance and sale pursuant to this Agreement and the Closing Time, will have been duly executed by the Parent Guarantor Indenture and, when authenticated, issued executed by each of the Guarantors and delivered authenticated by the Trustee in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Parent GuarantorGuarantors, enforceable against the Parent Guarantor 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general equitable 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, of the Indenture.

Authorization of the Securities. (A) The Securities Notes to be purchased by the Initial Purchaser from the Authority are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing TimeDate, will have been duly executed by the Company Authority and, when authenticated, issued and delivered authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the CompanyAuthority, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally creditors or by general equitable principles and except as enforcement thereof is subject the ability to general principles waive exhaustion of equity (regardless of whether enforcement is considered in a proceeding in equity or at tribal court remedies may be limited by applicable law), and will be entitled to the benefits of the Indenture. The Guarantees of the Notes are in the form contemplated by, and entitled to the benefits of, by the Indenture; (B) The Guarantees , have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing TimeDate, will have been duly executed by each of the Parent Guarantor Guarantors and, when authenticated, issued and delivered the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Parent GuarantorGuarantors, enforceable against the Parent Guarantor 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally creditors or by general equitable principles and except as enforcement thereof is subject the ability to general principles waive exhaustion of equity (regardless of whether enforcement is considered in a proceeding in equity or at tribal court remedies may be limited by applicable law), and will be in the form contemplated by, and entitled to the benefits of, of the Indenture.

Authorization of the Securities. (Aa) The Securities Notes have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company 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 Indenture; and (Bb) The the Guarantees have been duly authorized and, at the Closing Time, will have been duly executed by each of the Parent Guarantor Guarantors and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Parent GuarantorGuarantors, enforceable against the Parent Guarantor Guarantors 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 Indenture.

Authorization of the Securities. (A) The Securities Notes to be purchased by the Initial Purchasers from the Issuers will, on the Closing Date, be in the form contemplated by the Indenture, have been duly authorized andfor issuance and sale pursuant to this Agreement and the Indenture, at the Closing Timeand when duly executed, will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor paid for as provided in this Agreementherein, will constitute valid and binding obligations of the CompanyIssuers, enforceable against the Company Issuers 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equitable principles, and will be in the form contemplated by, and entitled to the benefits of, of the Indenture; (B) . The Guarantees of the Notes on the Closing Date have been duly authorized for issuance by the Guarantors and, at when the Closing Time, will Notes have been duly executed by the Parent Guarantor and, when authenticated, issued and delivered authenticated in the manner provided for in the Indenture and issued and delivered against payment of the purchase price therefor as provided in this Agreementherein, the Guarantees of the Notes will constitute valid and binding obligations of the Parent GuarantorGuarantors, enforceable against the Parent Guarantor Guarantors 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equitable principles, and will be in the form contemplated by, and entitled to the benefits of, of the Indenture.

Authorization of the Securities. (A) The Securities Notes and the ------------------------------- Subsidiary Guarantees have been duly authorized and, at the Closing Time, will have been duly executed by the Company and the Subsidiary Guarantors, respectively, and, when authenticated, issued issued, executed and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the CompanyCompany and the Subsidiary Guarantors, respectively, enforceable against them in accordance with their terms, and the notes and subsidiary guarantees to be issued in exchange for the Securities pursuant to the Registration Rights Agreement have been duly and validly authorized by the Company and the Subsidiary Guarantors, respectively, and if and when duly authenticated in accordance with the terms of the Indenture and delivered in accordance with the exchange offer provided for in the Registration Rights Agreement, will constitute valid and binding obligations of the Company and the Subsidiary Guarantors, respectively, enforceable against them in accordance with their terms, except in each case 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 Indenture; (B) The Guarantees have been duly authorized and, at the Closing Time, will have been duly executed by the Parent Guarantor and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Parent Guarantor, enforceable against the Parent Guarantor 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 Indenture.

Authorization of the Securities. (A) The Securities have been duly authorized and, at the Closing TimeTime of Delivery, will have been duly executed by the Company Healthtrust and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of Healthtrust, enforceable against Healthtrust 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 substantially in the form contemplated by, and entitled to the benefits of, the Indenture. At the Time of Delivery, the Securities will have been authorized by each of Triad and Holdings and, when the first and second indenture supplements to the Indenture are executed and delivered by Triad and Holdings, respectively, will constitute valid and binding obligations of Triad and Holdings, respectively, enforceable against Triad and Holdings, respectively, 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). The Exchange Notes have been authorized by each of Healthtrust, and, at the Time of Delivery, will have been authorized by Triad and Holdings and, when executed and issued and delivered by the Company in exchange for the Securities pursuant to the Exchange Offer (as defined in the Registration Rights Agreement), will constitute valid and binding obligations of the Company, enforceable against the Company 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 Indenture; (B) The Guarantees have been duly authorized and, at the Closing Time, will have been duly executed by the Parent Guarantor and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Parent Guarantor, enforceable against the Parent Guarantor 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 Indenture.

Authorization of the Securities. (Aa) The Securities Notes have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company 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 Indenture; and (Bb) The the Guarantees have been duly authorized and, at the Closing Time, will have been duly executed by each of the Parent Guarantor Guarantors and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Parent GuarantorGuarantors, enforceable against the Parent Guarantor Guarantors 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 Indenture.

Authorization of the Securities. (A) The Securities Securities, and, upon exercise of the Pre-Funded Warrants, the Warrant Shares, have been duly authorized for issuance and sale pursuant to this Agreement and, at when issued and delivered by the Closing TimeCompany against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Securities and, upon exercise of the Pre-Funded Warrants, the Warrant Shares, when issued, are not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Securities. The Pre-Funded Warrants have been duly authorized by the Company, and, when executed and delivered by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in pursuant to this Agreement, will constitute valid valid, legal and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof such enforceability may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or similar laws affecting enforcement the rights of creditors’ rights creditors 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 Indenture; (B) equity. The Guarantees Warrant Shares have been duly authorized and, at and validly reserved for issuance upon exercise of the Closing Time, will have been duly executed by Pre-Funded Warrants in a number sufficient to meet the Parent Guarantor current exercise requirements and, when authenticated, issued and delivered in accordance with the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementterms thereof, will constitute valid be validly issued, fully paid and binding obligations of nonassessable, and the Parent Guarantor, enforceable against the Parent Guarantor in accordance with their terms, except as the enforcement holders thereof may will not 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 personal liability by reason 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 Indenturebeing such holders.

Authorization of the Securities. (A) The Securities Notes to be purchased by the Initial Purchasers from the Issuers will, on the Closing Date, be in the form contemplated by the Indenture, have been duly authorized by the Issuers for issuance and sale pursuant to this Agreement and the Indenture and, at on the Closing TimeDate, will have been duly executed by the Company Issuers and, when authenticated, issued and delivered authenticated by the Trustee in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations of the CompanyIssuers, enforceable against each of the Company Issuers in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance or transfer, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general equitable principles of equity (regardless of whether enforcement such enforceability is considered in a proceeding in equity or at law), ) and will be in the form contemplated by, and entitled to the benefits of, of the Indenture; (B) . The Guarantees have been duly authorized andof the Notes, at on the Closing TimeDate, will have been duly executed authorized by each of the Parent Guarantor and, Guarantors for issuance pursuant to this Agreement and the Indenture; when authenticated, issued and delivered the Notes have been authenticated in the manner provided for in the Indenture and issued and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, the Guarantees of the Notes will constitute valid and legally binding obligations agreements of the Parent GuarantorGuarantors, enforceable against each of the Parent Guarantor Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance or transfer, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general equitable principles of equity (regardless of whether enforcement such enforceability is considered in a proceeding in equity or at law), ) and will be in the form contemplated by, and entitled to the benefits of, of the Indenture.

Authorization of the Securities. (A) The Securities have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered authenticated in the manner provided for in the Indenture and the Warrant Agreement and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company 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 other similar laws relating, to or affecting enforcement of creditors’ ' rights generally and except as enforcement thereof is subject to generally, or by general principles of equity (regardless of whether enforcement is considered in a proceeding proceeding, in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture; (B) The Guarantees Indenture and the Warrant Agreement. All of the outstanding shares of capital stock of the Company have been duly authorized andand validly issued, at the Closing Timeare fully paid and nonassessable, will are not subject to any preemptive or similar rights and have been issued in compliance with or in reliance upon an exemption from all applicable state and federal securities laws. The Warrants are exercisable into Common Stock in accordance with the terms of the Warrant Agreement. The Company has duly executed by authorized and reserved for issuance the Parent Guarantor shares of Common Stock issuable upon exercise of the Warrants, and, when authenticated, issued and delivered in the manner provided paid for in the Indenture and delivered against payment upon exercise of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Parent Guarantor, enforceable against the Parent Guarantor Warrants in accordance with their termsthe terms thereof, except as the enforcement thereof may shares of Common Stock will be limited by bankruptcyvalidly issued, insolvency (includingfully paid and nonassessable, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium free of any preemptive 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 Indenturerights.

Authorization of the Securities. (A) The Securities Purchase Shares have been duly authorized and, at upon issuance in accordance with the Closing Timeterms hereof, will the Purchase Shares shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the issuance thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The Warrants have been duly executed authorized by the Company and, when authenticated, issued executed and delivered in by the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this AgreementCompany, will constitute be valid and binding obligations agreements of the Company, enforceable against the Company 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by 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 Indenture; (B) equitable principles. The Guarantees Pre-Funded Warrants have been duly authorized and, at the Closing Time, will have been duly executed by the Parent Guarantor Company and, when authenticated, issued executed and delivered in by the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this AgreementCompany, will constitute be valid and binding obligations agreements of the Parent GuarantorCompany, enforceable against the Parent Guarantor Company 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally creditors or by general equitable principles. The Warrant Shares have been duly authorized and except as enforcement thereof is subject to general principles validly reserved for issuance upon exercise of equity (regardless of whether enforcement is considered the Warrants and the Pre-Funded Warrants in a proceeding number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Warrants and the Pre-Funded Warrants in equity or at law)accordance therewith, shall be (i) validly issued, fully paid and will be in non-assessable and (ii) free from all taxes, liens and charges with respect to the form contemplated byissuance thereof, and with the holders being entitled to the benefits of, the Indenture.all rights accorded to a holder of Common Stock. 

Authorization of the Securities. (Ai) The Securities Notes to be purchased by the Underwriters from the Company are in the form contemplated by the Indenture, have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing TimeDate, will have been duly executed by the Company and, when authenticated, issued and delivered authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally creditors or by general equitable principles and except as enforcement thereof is subject will be entitled to general principles the benefits of equity the Indenture. (regardless ii) The Guarantees of whether enforcement is considered in a proceeding in equity or at law), and the Notes will be in the form contemplated by, and entitled to the benefits of, by the Indenture; (B) The Guarantees , have been duly authorized by the Guarantors for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing TimeDate, will have been duly executed by each of the Parent Guarantor Guarantors and, when authenticated, issued and delivered the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Parent GuarantorGuarantors, enforceable against the Parent Guarantor 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equitable principles, and will be in the form contemplated by, and entitled to the benefits of, of the Indenture.

Authorization of the Securities. (A) The Securities have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company 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 Indenture; (B) . The Guarantees Exchange Notes have been duly authorized and, at the Closing Time, will have been duly when executed by the Parent Guarantor and, when authenticated, and authenticated and issued and delivered by the Company in exchange for the Securities pursuant to the Exchange Offer (as defined in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Registration Rights Agreement), will constitute valid and binding obligations of the Parent GuarantorCompany, enforceable against the Parent Guarantor Company 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 Indenture.

Authorization of the Securities. (A) The Securities have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company 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 Indenture; (B) . The Guarantees Exchange Notes have been duly authorized and, at the Closing Time, will have been duly when executed by the Parent Guarantor and, when authenticated, and authenticated and issued and delivered by the Company in exchange for the Securities pursuant to the Exchange Offer (as defined in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Registration Rights Agreement, will constitute valid and binding obligations of the Parent GuarantorCompany, enforceable against the Parent Guarantor Company 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 Indenture.

Authorization of the Securities. (A) The Securities Notes to be purchased by the Purchasers from the Company are in the form contemplated by this Agreement, have been duly authorized andfor issuance and sale pursuant to this Agreement, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations of the Company, enforceable against the Company 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general equitable 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 ofof this Agreement. The Note Guarantees of the Notes are in the respective forms contemplated by this Agreement, the Indenture; (B) The Guarantees have been duly authorized andfor issuance and sale pursuant to this Agreement, at the Closing Time, will have been duly executed by each of the Parent Guarantor Guarantors delivering its Note Guarantee on the date hereof and, when authenticated, issued and delivered in the manner provided for in the Indenture and Notes have been delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations of the Parent Guarantorsuch Guarantors, enforceable against the Parent Guarantor 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general equitable 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 Indentureof this Agreement.

Authorization of the Securities. (A) The Securities Notes and the ------------------------------- Subsidiary Guarantees have been duly authorized and, at the Closing Time, will have been duly executed by the Company and the Subsidiary Guarantors, respectively, and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the CompanyCompany and the Subsidiary Guarantors, respectively, enforceable against them in accordance with their terms, and the notes and subsidiary guarantees to be issued in exchange for the Securities pursuant to the Registration Rights Agreement have been duly and validly authorized by the Company and the Subsidiary Guarantors, respectively, and if and when duly authenticated in accordance with the terms of the Indenture and delivered in accordance with the exchange offer provided for in the Registration Rights Agreement, will constitute valid and binding obligations of the Company and the Subsidiary Guarantors, respectively, enforceable against them in accordance with their terms, except in each case 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 Indenture; (B) The Guarantees have been duly authorized and, at the Closing Time, will have been duly executed by the Parent Guarantor and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Parent Guarantor, enforceable against the Parent Guarantor 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 Indenture.

Authorization of the Securities. (A) The Securities and the Representative’s Securities (as hereinafter defined) have been duly authorized and, at for issuance and sale pursuant to this Agreement and (i) the Closing Time, will have been duly executed Offered Units when issued and delivered by the Company and, pursuant to this Agreement and (ii) the shares of Common Stock included in the Offered Units and the shares of Common Stock issuable upon exercise of the Warrants when authenticated, issued and delivered in the manner provided paid for in accordance with the Indenture and delivered against payment terms of the purchase price therefor Offered Units and the Warrants, will be validly issued, fully paid, and non-assessable. The form of certificates for the Securities and the Representative’s Securities conform to the corporate law of the State of Delaware, the jurisdiction in which the Company is incorporated. When issued, the Representative’s Purchase Option (as provided in this Agreementhereinafter defined), the Representative’s Warrants (as hereinafter defined) and the Warrants will constitute valid and binding obligations of the CompanyCompany to issue and sell, upon exercise thereof and payment of the respective exercise prices therefore in accordance with the terms thereof, the number and type of securities of the Company called for thereby in accordance with their terms thereof and such Representative’s Purchase Option (as hereinafter defined), Representative’s Warrants (as hereinafter defined) and Warrants are enforceable against the Company in accordance with their respective terms, except except: (i) as the enforcement thereof such enforceability may be limited by to bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization 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 Indenturegenerally; (Bii) The Guarantees have been duly authorized and, at the Closing Time, will have been duly executed by the Parent Guarantor and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment as enforceability of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Parent Guarantor, enforceable against the Parent Guarantor in accordance with their terms, except as the enforcement thereof any indemnification or contribution provision may be limited by bankruptcy, insolvency under the federal and state securities laws; and (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement iii) that the remedy of creditors’ rights generally specific performance and except as enforcement thereof is injunctive and other forms of equitable relief may be subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), the equitable defenses and will be in the form contemplated by, and entitled to the benefits of, discretion of the Indenturecourt before which any proceeding therefore may be brought.

Authorization of the Securities. The Securities, Exchange ------------------------------- Notes and Private Exchange Notes (A) The Securities each as defined in the Registration Rights Agreement), if any, have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations of the Company, enforceable against the Company 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 other similar laws relating to or affecting enforcement of creditors’ ' rights generally and except as enforcement thereof is subject to generally, or by 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 Indenture; (B) The Guarantees have been duly authorized andand the Exchange Notes and the Private Exchange Notes, at the Closing Time, will have been duly executed by the Parent Guarantor andif any, when executed, authenticated, issued and delivered by the Company, in exchange for the manner provided for Securities in accordance with the Indenture and delivered against payment terms of the purchase price therefor as provided in this Registration Rights Agreement, will constitute valid and binding obligations of the Parent GuarantorCompany, entitled to the benefits of the Indenture and enforceable against the Parent Guarantor Company in accordance with their termsthe terms thereof, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or and similar laws affecting enforcement of creditors’ ' rights generally and except remedies generally, and subject, as enforcement thereof is subject to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is considered sought in a proceeding at law or in equity or at lawequity), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

Authorization of the Securities. (Ai) The Securities Notes to be purchased by the Underwriters from the Company are in the form contemplated by the Indenture, have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing TimeDate, will have been duly executed by the Company and, when authenticated, issued and delivered authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally creditors or by general equitable principles and except as enforcement thereof is subject will be entitled to general principles the benefits of equity the Indenture. (regardless ii) The Guarantees of whether enforcement is considered in a proceeding in equity or at law), and the Notes will be in the form contemplated by, and entitled to the benefits of, by the Indenture; (B) The Guarantees , have been duly authorized by the Guarantors for issuance pursuant to this Agreement and the Indenture and, at the Closing TimeDate, will have been duly executed by each of the Parent Guarantor Guarantors and, when authenticated, issued and delivered the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Parent GuarantorGuarantors, enforceable against the Parent Guarantor 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equitable principles, and will be in the form contemplated by, and entitled to the benefits of, of the Indenture.

Authorization of the Securities. (A) The Securities, Exchange Securities and Private Exchange Notes, if any, have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations of the Company, enforceable against the Company 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 other similar laws relating to or affecting enforcement of creditors’ ' rights generally and except as enforcement thereof is subject to generally, or by 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 Indenture; (B) The Guarantees have been duly authorized and, at and the Closing TimeExchange Securities and the Private Exchange Notes, will have been duly executed by the Parent Guarantor andif any, when executed, authenticated, issued and delivered by the Company, in exchange for the manner provided for Securities in accordance with the Indenture and delivered against payment terms of the purchase price therefor as provided in this Registration Rights Agreement, will constitute valid and binding obligations of the Parent GuarantorCompany, entitled to the benefits of the Indenture and enforceable against the Parent Guarantor Company in accordance with their termsthe terms thereof, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or and similar laws affecting enforcement of creditors’ ' rights generally and except remedies generally, and subject, as enforcement thereof is subject to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is considered sought in a proceeding at law or in equity or at lawequity), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

Authorization of the Securities. (A) The Securities have been duly authorized and, at the Closing Time, will have been duly executed by the Company Xxxxxx Group and, when authenticated, issued and delivered authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, Agreement will constitute valid and binding obligations of the CompanyXxxxxx Group, enforceable against the Company Xxxxxx Group in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent conveyances or fraudulent transfers), ) reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors’ ' rights generally and except as enforcement thereof is subject to or remedies generally, or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be substantially in the form contemplated by, and entitled to the benefits of, the Indenture; (B) The Guarantees have been duly authorized and, at . Upon execution of the Closing Time, will have been duly executed First Supplemental Indenture and assumption of the rights and obligations of Xxxxxx Group with respect to the Securities by LHP in accordance with the Parent Guarantor and, when authenticated, issued and delivered in the manner provided for in terms of the Indenture and delivered against payment of the purchase price therefor as provided in this AgreementFirst Supplemental Indenture, the Securities will constitute valid and binding obligations of the Parent GuarantorLHP, enforceable against the Parent Guarantor LHP in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent conveyances or fraudulent transfers), ) reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors’ ' rights generally and except as enforcement thereof is subject to or remedies generally, or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be substantially in the form contemplated by, and entitled to the benefits of, the First Supplemental Indenture and the Indenture.

Authorization of the Securities. (Ai) The Securities Notes to be purchased by the Initial Purchasers from the Company are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Company, enforceable against the Company 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally creditors or by general equitable principles and except as enforcement thereof is subject will be entitled to general principles the benefits of equity the Indenture. (regardless ii) The Guarantees of whether enforcement is considered in a proceeding in equity or at law), and the Notes will be in the form contemplated by, and entitled to the benefits of, by the Indenture; (B) The Guarantees , have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Time, will have been duly executed by each of the Parent Guarantor Guarantors and, when authenticated, issued and delivered the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreementtherefor, will constitute valid and binding obligations agreements of the Parent GuarantorGuarantors, enforceable against the Parent Guarantor 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)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights and remedies of creditors’ rights generally and except as enforcement thereof is subject to creditors or by general equitable 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, of the Indenture.