Authority; Enforceability. This Agreement has been duly executed and delivered by the Purchaser, and this Agreement constitutes the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement shall be limited by bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and subject to general principles of equity.

Authority; Enforceability. This Agreement, the Certificate of Designation, the Registration Rights Agreement, the Note Purchase Agreement with LDI, the Amended and Restated [[Organization B:Organization]] Warrant, the Amended and Restated ​/D2 Warrants, any other agreements delivered together with this Agreement or in connection therewith (collectively “Transaction Documents”) have been duly authorized, executed, and delivered by ​ and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity. ​ has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder, including, without limitation, # the issuance of the Exchange Shares and # the reservation and issuance of the Conversion Shares in accordance with the Certificate of Designation and the terms of this Agreement (subject to any Stockholder Approval that may be required); provided, for the avoidance of doubt and notwithstanding anything to the contrary set forth herein, ​ represents and warrants specifically that neither any Stockholder Approval nor any consent or approval of any stockholder of ​ is required for the issuance to SPV of the Exchange Shares in the Debt-for-Equity Exchange.

Endorsement Authority. Except relating to Government Receivables, to sign or endorse checks, drafts, bank notes or other instruments on behalf of Provider and deposit the same into the Operating Account, and to sign or endorse checks, drafts, bank notes or other instruments regarding Government Receivables on behalf of Provider and deposit the same into the Provider Lockbox Account, and make withdrawals and disbursements from the Operating Account for payments specified in this Agreement. Provider and Manager shall maintain true and accurate records of receipts and disbursements; and

Investment Authority. To invest, pending withdrawal or disbursement under this Agreement, the funds in the Operating Account in such manner as Manager shall reasonably determine so long as such investments are in safe investment vehicles, such as a money market account or short-term paper.

Committee Authority. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to # determine which Employees shall be granted Awards in respect of a Performance Period, # prescribe the terms and conditions of Awards, including whether, to what extent, and under what circumstances Awards may be forfeited or suspended, # interpret, administer, reconcile any inconsistency or correct any defect in the Plan and/or any Award granted thereunder (including, without limitation, any agreement pursuant to which such Award is granted), # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, # interpret, amend, or revoke any such rules, and # make any other determination and take any other action that the Committee deems necessary or desirable for the administration and/or operation of the Plan. The Committee may exercise its powers and discretion hereunder in a non-uniform manner among Participants.

Committee Authority. This Award shall be administered by the Committee, which shall adopt rules and regulations for carrying out the purposes of this Award and, without limitation, may delegate all of what, in its sole discretion, it determines to be ministerial duties to the Administrator; provided, that, the determinations under, and the interpretations of, any provision of this Award by the Committee shall, in all cases, be in its sole discretion, and shall be final and conclusive.

Organization; Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Authority; Status. Each Party represents that it has the authority to enter into this Agreement. Each Party acknowledges and agrees that the relationship between the Parties hereto is that of an independent contractor.

Committee Authority. The Committee shall have complete discretion in the exercise of its rights, powers, and duties under this Agreement. Any interpretation or construction of any provision of, and the determination of any question arising under, this Agreement shall be made by the Committee in its discretion, as described in paragraph 9. The Committee and the Audit Committee may designate any individual or individuals to perform any of its functions hereunder and utilize experts to assist in carrying out their duties hereunder.

Regulatory Authority. (i) a Regulatory Authority issues or undertakes a Regulatory Action with respect to any Loan Party or any of its activities or products which could reasonably be expected to have a Material Adverse Effect; # any Loan Party conducts a mandatory or voluntary recall which could reasonably be expected to have a Material Adverse Effect; # any Loan Party enters into a settlement agreement with any Regulatory Authority that that could reasonably be expected to have a Material Adverse Effect; or # a Regulatory Authority revokes any authorization or permission granted under any Registration, or any Loan Party withdraws any Registration, in each case that could reasonably be expect to have a Material Adverse Effect.