Common use of The Securities and the Guarantees Clause in Contracts

The Securities and the Guarantees. (i) The Securities will, as of the Closing Date, be duly authorized by the Issuer and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein (assuming the due execution, authentication and delivery of the Indenture and the Securities by the Trustee in accordance with the terms of the Indenture), will be validly issued and delivered and will constitute valid and legally binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and (ii) the Guarantees will, as of the Closing Date, be duly authorized by the Guarantors and, when the Indenture is duly executed and delivered by the Guarantors in accordance with its terms and upon execution, authentication and delivery of the Securities in accordance with the Indenture (assuming due execution, authentication and delivery of the Indenture and the Securities by the Trustee in accordance with the terms of the Indenture) and the issuance of the Securities in connection with the sale of the Securities to the Initial Purchasers pursuant to this Agreement, will be validly issued and will constitute legally binding instruments of the Guarantors and will be entitled to the benefits provided by the Indenture.

The Securities and the Guarantees. (i) The Securities will, as of the Closing Date, be duly authorized by the Issuer and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein (assuming the due execution, authentication and delivery of the Indenture and the Securities by the Trustee in accordance with the terms of the Indenture), will be validly issued and delivered and will constitute valid and legally binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and (ii) the Guarantees will, as of the Closing Date, be duly authorized by the Guarantors and, when the Indenture is duly executed and delivered by the Guarantors in accordance with its terms and upon execution, authentication and delivery of the Securities in accordance with the Indenture (assuming due execution, authentication and delivery of the Indenture and the Securities by the Trustee in accordance with the terms of the Indenture) and the issuance of the Securities in connection with the sale of the Securities to the Initial Purchasers Purchaser pursuant to this Agreement, will be validly issued and will constitute legally binding instruments of the Guarantors and will be entitled to the benefits provided by the Indenture.

The Securities and the Guarantees. (i) The Securities will, as of the Closing Date, be have been duly authorized by the Issuer and, when the Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein (assuming the due executionherein, authentication and delivery of the Indenture and the Securities by the Trustee in accordance with the terms of the Indenture), will be duly and validly issued and delivered outstanding and will constitute valid and legally binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and (ii) the Guarantees will, as of the Closing Date, be have been duly authorized by each of the Guarantors and, when the Indenture is has been duly executed executed, authenticated, issued and delivered by the Guarantors in accordance with its terms and upon the due execution, authentication authentication, issuance and delivery of the Securities in accordance with the Indenture (assuming due execution, authentication and delivery of the Indenture and the Securities by the Trustee in accordance with the terms of the Indenture) and the issuance of the Securities in connection with the sale of the Securities to the Initial Purchasers pursuant to this Agreement, will be validly issued valid and will constitute legally binding instruments obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits provided by of the Indenture.

The Securities and the Guarantees. (i) The Securities will, as of the Closing Date, be duly authorized by the Issuer and, when duly executed, authenticated, issued and delivered as provided in the Initial Indenture and paid for as provided herein (assuming the due execution, authentication and delivery of the Initial Indenture and the Securities by the Trustee in accordance with the terms of the Initial Indenture), will be validly issued and delivered and will constitute valid and legally binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Initial Indenture; and (ii) the Initial Guarantees will, as of the Closing Date, be duly authorized by the BFS Guarantors and, when the Initial Indenture is duly executed and delivered by the BFS Guarantors in accordance with its terms and upon execution, authentication and delivery of the Securities in accordance with the Initial Indenture (assuming due execution, authentication and delivery of the Initial Indenture and the Securities by the Trustee in accordance with the terms of the Indenture) and the issuance of the Securities in connection with the sale of the Securities to the Initial Purchasers pursuant to this Agreement, will be validly issued and will constitute legally binding instruments of the BFS Guarantors and will be entitled to the benefits provided by the Initial Indenture; and (iii) immediately after the consummation of the Acquisition on the Closing Date, the Guarantees will have been duly authorized by each of the ProBuild Guarantors and, when the Supplemental Indenture is duly executed and delivered by the ProBuild Guarantors in accordance with its terms (assuming due execution, authentication and delivery of the Supplemental Indenture by the Trustee in accordance with the terms of the Indenture), and the issuance of the Securities in connection with the sale of the Securities to the Initial Purchasers pursuant to this Agreement, will be validly issued and will constitute legally binding obligations of each of the Guarantors and will be entitled to the benefits provided by the Indenture.

The Securities and the Guarantees. (i) The Securities will, as of the Closing Date, be have been duly authorized by the Issuer Merger Sub and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein (assuming the due executionherein, authentication and delivery of the Indenture and the Securities by the Trustee in accordance with the terms of the Indenture), will be duly and validly issued and delivered outstanding and will constitute valid and legally binding obligations of the Issuer Merger Sub enforceable against the Issuer Merger Sub in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and (ii) the Guarantees will, as of the Closing Date, Securities will be duly authorized by the Guarantors Company on or prior to the Escrow Release Date and, when upon consummation of the Indenture is duly executed Merger and delivered by upon the Guarantors effectiveness of the Supplemental Indenture, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with its terms and upon executiontheir terms, authentication and delivery of the Securities in accordance with the Indenture (assuming due execution, authentication and delivery of the Indenture and the Securities by the Trustee in accordance with the terms of the Indenture) and the issuance of the Securities in connection with the sale of the Securities subject to the Initial Purchasers pursuant to this AgreementEnforceability Exceptions, will be validly issued and will constitute legally binding instruments of the Guarantors and will be entitled to the benefits of the Indenture. On the Escrow Release Date, the Guarantees will have been duly authorized by each of the Guarantors and, upon consummation of the Merger and upon the effectiveness of the Supplemental Indenture, assuming that the Securities have been duly executed, authenticated, issued and delivered by Merger Sub as provided by in the Indenture and paid for as provided herein, the Guarantees will be valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The Securities and the Guarantees. (i) The Securities willNotes to be purchased by the Initial Purchasers from the Company will be in the form contemplated by the Indenture, as of the Closing Date, be have been duly and validly authorized by the Issuer Company 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 the Indenture has been duly executed, authenticated, executed and delivered and the Notes have been issued and delivered as authenticated in the manner provided for in the Indenture and paid for as provided herein (assuming the due execution, authentication and delivery delivered against payment of the Indenture and the Securities by the Trustee in accordance with the terms of the Indenture)purchase price therefor, will be validly issued and delivered and will constitute valid and legally binding obligations of the Issuer Company, enforceable against the Issuer Company in accordance with their terms, except as enforceability may be limited by the effects of bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent conveyance), reorganization, moratorium and other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”), and will be entitled to the benefits of the Indenture. The Guarantees of the Notes will be in the respective forms contemplated by the Indenture, have been duly and validly authorized by each of the Guarantors 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 Guarantors and, when the Indenture has been duly executed and delivered and the Notes have been issued and authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and legally binding obligations of each of the Guarantors, enforceable against each Guarantor in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and (ii) the Guarantees will, as of the Closing Date, be duly authorized by the Guarantors and, when the Indenture is duly executed and delivered by the Guarantors in accordance with its terms and upon execution, authentication and delivery of the Securities in accordance with the Indenture (assuming due execution, authentication and delivery of the Indenture and the Securities by the Trustee in accordance with the terms of the Indenture) and the issuance of the Securities in connection with the sale of the Securities to the Initial Purchasers pursuant to this Agreement, will be validly issued and will constitute legally binding instruments of the Guarantors and will be entitled to the benefits provided by the Indenture.

The Securities and the Guarantees. (i) The Securities will, as of the Closing Date, be have been duly authorized for issuance and sale by the Issuer Company pursuant to this Agreement and the Indenture and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein (assuming the due execution, authentication and delivery of the Indenture and the Securities by the Trustee in accordance with the terms of the Indenture)herein, will be duly and validly issued and delivered outstanding and will constitute valid and legally binding obligations of the Issuer Company enforceable against the Issuer Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and (ii) the Guarantees will, as have been duly authorized for issuance by each of the Closing DateGuarantors pursuant to this Agreement and the Indenture and, be duly authorized by and, upon consummation of the Guarantors andComplete Merger and upon the effectiveness of the Supplemental Indenture, when the Indenture is Securities have been duly executed executed, authenticated, issued and delivered by as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each of the Guarantors, Complete and the Complete Guarantors, enforceable against each of the Guarantors, Complete and the Complete Guarantors in accordance with its terms and upon executiontheir terms, authentication and delivery of the Securities in accordance with the Indenture (assuming due execution, authentication and delivery of the Indenture and the Securities by the Trustee in accordance with the terms of the Indenture) and the issuance of the Securities in connection with the sale of the Securities subject to the Initial Purchasers pursuant to this AgreementEnforceability Exceptions, will be validly issued and will constitute legally binding instruments of the Guarantors and will be entitled to the benefits provided by of the Indenture.

The Securities and the Guarantees. (i) The Securities will, as of the Closing Date, be have been duly authorized by the Company and the Escrow Issuer and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein (assuming the due execution, authentication and delivery of the Indenture and the Securities by the Trustee in accordance with the terms of the Indenture)herein, will be duly and validly issued and delivered outstanding and will constitute valid and legally binding obligations of the Escrow Issuer (and, from the Completion Date, the Company) enforceable against the Escrow Issuer (and, from the Completion Date, the Company) in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and (ii) the Guarantees will, as of the Closing Date, be have been duly authorized by each of the UHS Subsidiary Guarantors; the Guarantees will have been duly authorized by each of the PSI Guarantors on the Completion Date; and, when the Indenture is Securities have been duly executed executed, authenticated, issued and delivered by as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each of the Subsidiary Guarantors from the Completion Date enforceable against each of the Subsidiary Guarantors in accordance with its terms and upon executiontheir terms, authentication and delivery of the Securities in accordance with the Indenture (assuming due execution, authentication and delivery of the Indenture and the Securities by the Trustee in accordance with the terms of the Indenture) and the issuance of the Securities in connection with the sale of the Securities subject to the Initial Purchasers pursuant to this AgreementEnforceability Exceptions, will be validly issued and will constitute legally binding instruments of the Guarantors and will be entitled to the benefits provided by of the Indenture.

The Securities and the Guarantees. (i) The Securities will, as of the Closing Date, be have been duly authorized by the Escrow Issuer and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein (assuming the due execution, authentication and delivery of the Indenture and the Securities by the Trustee in accordance with the terms of the Indenture)herein, will be duly and validly issued and delivered outstanding and will constitute valid and legally binding obligations of the Escrow Issuer and, the execution of the Supplemental Indenture on the Escrow Release Date, the Issuer, enforceable against the Escrow Issuer or the Issuer, as applicable, in accordance with their terms, subject except as enforceability may be limited by the Enforceability Exceptions and will be entitled to the benefits of the Indenture pursuant to which such Securities are to be issued; the Securities to be purchased by the Initial Purchasers from the Escrow Issuer or the Issuer will on the Closing Date be in the form contemplated in the Indenture; the Issuer has all requisite corporate power and authority to assume, including by operation of law, the obligations of the Escrow Issuer and to perform its obligations under the Securities on the Escrow Release Date, and the assumption, including by operation of law, of the Securities and performance thereof have been duly authorized by the Issuer; on the Escrow Release Date, the Guarantees will be duly authorized by each of the Guarantors, including the Company, and will be valid and legally binding obligations of each of the Guarantors, including the Company, enforceable against each of the Guarantors in accordance with their terms, except as enforceability may be limited by the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and (ii) the Guarantees will, as supplemented by the Supplemental Indenture; each of the Closing Guarantors, including the Company, has all requisite corporate power and authority to unconditionally guarantee all of the Issuer’s obligations under, and to perform its obligations under the Securities and the Indenture on the Escrow Release Date, be and the guarantee of the Securities and performance thereof have been duly authorized by the Guarantors and, when the Indenture is duly executed and delivered by the Guarantors in accordance with its terms and upon execution, authentication and delivery each of the Securities in accordance with Guarantors, including the Indenture (assuming due execution, authentication and delivery of the Indenture and the Securities by the Trustee in accordance with the terms of the Indenture) and the issuance of the Securities in connection with the sale of the Securities to the Initial Purchasers pursuant to this Agreement, will be validly issued and will constitute legally binding instruments of the Guarantors and will be entitled to the benefits provided by the IndentureCompany.