Authorization, Etc. Each Obligor and its Subsidiaries are duly authorized to execute, deliver and perform this Amendment and each other Loan Document to which it is or will be a party. The execution, delivery and performance of the Financing Agreement, as amended hereby, and each other Loan Documents have been duly authorized by all necessary action, and do not # require any consent or approval of any holders of Equity Interests of any Obligor or any Subsidiary of an Obligor, except those already obtained; # contravene the Organic Documents of any Obligor or any Subsidiary of an Obligor; # violate or cause a default under any Applicable Law or Material Contract; or # result in or require the imposition of a Lien (other than Permitted Liens) on Borrower's Property.

Authorization, Etc. This Amendment has been duly authorized by all necessary corporate or partnership action on the part of it, and the Note Purchase Agreement, as amended by this Amendment, constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by # applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and # general principals of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).

Authorization, Etc. Each Obligor and its Subsidiaries are duly authorized to execute, deliver and perform this Amendment and each other Loan Document to which it is or will be a party. The execution, delivery and performance of the Financing Agreement, as amended hereby, and each other Loan Documents have been duly authorized by all necessary action, and do not # require any consent or approval of any holders of Equity Interests of any Obligor or any Subsidiary of an Obligor, except those already obtained; # contravene the Organic Documents of any Obligor or any Subsidiary of an Obligor; # violate or cause a default under any Applicable Law or Material Contract; or # result in or require the imposition of a Lien (other than Permitted Liens) on Borrower's Property.

Authorization, Etc. This Amendment has been duly authorized by all necessary corporate or partnership action on the part of it, and the Note Purchase Agreement, as amended by this Amendment, constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by # applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and # general principals of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).

Authorization, Etc. The execution and delivery by each Loan Party of this Amendment, and the performance by each Loan Party of this Amendment and the Financing Agreement, as amended hereby # have been duly authorized by all necessary action, # do not and will not contravene # any of such Loan Party's Governing Documents, # any applicable material Requirement of Law or # any material Contractual Obligation binding on or otherwise affecting such Loan Party or any of its properties, # do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and # do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable such Loan Party operations or any of its properties, except, in the case of clause (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.

Authorization, Etc. Each Obligor and its Subsidiaries are duly authorized to execute, deliver and perform this Amendment and each other Loan Document to which it is or will be a party. The execution, delivery and performance of Financing Agreement, as amended hereby, and each other Loan Documents have been duly authorized by all necessary action, and do not # require any consent or approval of any holders of Equity Interests of any Obligor or any Subsidiary of an Obligor, except those already obtained; # contravene the Organic Documents of any Obligor or any Subsidiary of an Obligor; # violate or cause a default under any Applicable Law or Material Contract; or # result in or require the imposition of a Lien (other than Permitted Liens) on Borrower's Property.

Authorization, Etc. Each of the Parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such Party, that this Agreement constitutes a legal, valid and binding obligation of such Party and that the execution, delivery and performance of this Agreement by such Party does not contravene or conflict with any provision of law or the Party’s charter or bylaws or any agreement, instrument or order binding such Party.

Authorization, Etc. The execution and delivery by each Loan Party of this Amendment, and the performance by each Loan Party of this Amendment and the Financing Agreement, as amended hereby # have been duly authorized by all necessary action, # do not and will not contravene # any of such Loan Party's Governing Documents, # any applicable material Requirement of Law or # any material Contractual Obligation binding on or otherwise affecting such Loan Party or any of its properties, # do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and # do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable such Loan Party operations or any of its properties, except, in the case of clause (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.

Authorization, Etc. This Amendment has been duly authorized by all necessary corporate or partnership action on the part of it, and the Note Purchase Agreement, as amended by this Amendment, constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by # applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and # general principals of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).

Authorization, Etc. Each of the Parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such Party, that this Agreement constitutes a legal, valid and binding obligation of such Party and that the execution, delivery and performance of this Agreement by such Party does not contravene or conflict with any provision of law or the Party’s charter or bylaws or any agreement, instrument or order binding such Party.