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1.
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The
Company’s restated charter in effect on the date
hereof;
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6.
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A
certificate of the Secretary of State of the State of Tennessee (the
“Secretary of State”) as to the good standing of the Company, dated as of
a recent date.
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1.
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Each
individual executing any of the Documents, whether on behalf of such
individual or an entity, is legally competent to do
so.
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2.
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Each
individual executing any of the Documents on behalf of a party (other than
the Company) is duly authorized to do
so.
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1.
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The
Company is a corporation duly incorporated and existing under and by
virtue of the laws of the State of Tennessee and is in good standing with
the Secretary of State.
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2.
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The
Shares have been duly authorized and, when issued against receipt of the
consideration therefore in accordance with the Incentive Plan, will be
validly issued, fully paid and
nonassessable.
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/s/
Matthew J. Jewell
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Executive
Vice President, Chief Legal Officer and
Secretary
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