Authorization. Each of the Borrowers has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment, to borrow the New Loans and to perform its obligations hereunder and under the Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of the Borrowers and each of this Amendment and the Term Loan Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrowers enforceable against the Borrowers in accordance with its respective terms, except as # the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and # the availability of equitable remedies may be limited by equitable principles of general applicability.

Authorization. Each of the BorrowersBorrower and the Parent has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment, to borrow the New LoansAmendment and to perform its obligations hereunder and under the Term LoanCredit Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of the BorrowersBorrower and the Parent and each of this Amendment and the Term LoanCredit Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the BorrowersBorrower and the Parent enforceable against the BorrowersBorrower and the Parent in accordance with its respective terms,te rms except as # the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditorscreditors’ rights generally and # the availability of equitable remedies may be limited by equitable principles of general applicability.

Authorization. Each of the BorrowersThe Borrower has the rightall requisite power and power, and has taken all necessary action to authorize it,authority to execute and deliver this Amendment, to borrow the New LoansAmendment and to perform itsall of the obligations hereunder and under the Term Loan Agreement, as amended bythereunder, and this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of the BorrowersBorrower and each of this Amendment andconstitutes the Term Loan Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the BorrowersBorrower, enforceable against the Borrowers in accordance with its respective terms, except as # the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and # the availability of equitable remedies may be limited by equitable principles of general applicability.terms.

Authorization. EachAuthorization of the BorrowersAgreements; Enforceability. The Borrower has the rightright, power and power,authority and has taken all necessary corporate and other action to authorize it, to executethe execution, delivery and deliverperformance of this Amendment, to borrow the New Loans and to perform its obligations hereunder and under the Term Loan Agreement, as amended by this Amendment,Amendment in accordance with their respectiveits terms. This Amendment has been duly executed and delivered by a duly authorized officerofficers of the BorrowersBorrower and each of this Amendment andconstitutes the Term Loan Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the BorrowersBorrower, enforceable against the Borrowers in accordance with its respective terms, except as # thesuch enforceability thereof may be limited by bankruptcy, insolvencyinsolvency, reorganization, moratorium or similar laws affecting creditorsstate or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights generallyin general and # the availability of equitable remedies may be limited by equitable principles of general applicability.remedies.

Authorization. Each of the BorrowersBorrower has the rightpower and power, and has taken all necessary action to authorize it,authority to execute and deliver this Amendment, to borrow the New LoansAmendment and to perform its obligations hereunder and under the Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of the Borrowers and each of this Amendment and the Term Loan Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrowers enforceable against the Borrowers in accordance with its respective terms, except as # the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and # the availability of equitable remedies may be limited by equitable principles of general applicability.Amendment;

Authorization. Each of the BorrowersAuthority. Borrower has the rightrequisite corporate power and power, and has taken all necessary action to authorize it,authority to execute and deliver this Amendment, to borrow the New Loans and to perform its obligations hereunder and under the Term Loan Agreement, asDocuments (as amended or modified hereby) to which it is a party. The execution, delivery and performance by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of the Borrowers and eachBorrower of this Amendment have been duly approved by all necessary corporate action and the Term Loan Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrowers enforceable against the Borrowers in accordance with its respective terms, except as # the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and # the availability of equitable remedies may be limited by equitable principles of general applicability.no other corporate proceedings are necessary to consummate such transactions.

Authorization. Each of the BorrowersBorrower has the rightcorporate or other power and power,authority and has taken all necessary action to authorize it,legal right to execute and deliver this Amendment, to borrow the New LoansAmendment and to perform its obligations hereunder and under the Term Loan Agreement, asCredit Agreement (as amended hereby). The execution and delivery by each Borrower of this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officerthe performance of the Borrowers and each ofits obligations under this Amendment and the Term Loan Agreement, asCredit Agreement (as amended hereby), have been duly authorized by this Amendment, is a legal, valid and binding obligationproper corporate acts (or analogous acts in the case of the Borrowers enforceable against the Borrowers in accordance with its respective terms, except as # the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and # the availability of equitable remedies may be limited by equitable principles of general applicability.Subsidiary Borrower).

Authorization. Each of the BorrowersNew Borrower has the rightpower and power, and has taken all necessary action to authorize it,authority to execute and deliver this Amendment, to borrow the New LoansAmendment and to perform its obligations hereunder and under the Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of the Borrowers and each of this Amendment and the Term Loan Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrowers enforceable against the Borrowers in accordance with its respective terms, except as # the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and # the availability of equitable remedies may be limited by equitable principles of general applicability.Amendment;

Authorization. Each of the BorrowersBorrower has the rightpower and power, and has taken all necessary action to authorize it,authority to execute and deliver this Amendment, to borrow the New LoansAmendment and to perform its obligations hereunder and under the Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of the Borrowers and each of this Amendment and the Term Loan Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrowers enforceable against the Borrowers in accordance with its respective terms, except as # the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and # the availability of equitable remedies may be limited by equitable principles of general applicability.Amendment;

Authorization. Each of the BorrowersBorrower has the rightpower and power, and has taken all necessary action to authorize it,due authority to execute and deliver this Amendment, to borrow the New LoansAmendment and to perform its obligations hereunder and under the Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of the Borrowers and each of this Amendment and the Term Loan Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrowers enforceable against the Borrowers in accordance with its respective terms, except as # the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and # the availability of equitable remedies may be limited by equitable principles of general applicability.Amendment;