Due Execution. The execution, delivery and performance of this Amendment are within the power of each Loan Party, have been duly authorized by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual restrictions binding on any Loan Party.

Due Execution. The execution, delivery and performance of this Amendment are within the power of each Loan Party,Borrower, have been duly authorized by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual restrictions binding on any Loan Party.Borrower.

Due Execution.Authorization. The execution, delivery and performance by it of this Amendment are withinand each other Loan Document being executed and delivered in connection with this Amendment to which such Borrower is a party, and the powerperformance by such Borrower of each Loan Party,the Amended Agreement, have been duly authorized by all necessary corporate action, have received all necessary governmental approval, if any,action on its part and do not contravene any lawnot, and will not, require the consent or any contractual restrictions binding on any Loan Party.approval of its shareholders or members, as the case may be, other than such consents and approvals as have been duly obtained, given or accomplished.

Due Execution. Thethe execution, delivery and performance of this Amendment are within the power of each Loan Party, havehas been duly authorized by all necessaryrequisite limited liability company or corporate action, have received all necessary governmental approval, if any,as applicable, on the part of such Loan Party and do not contravene any law or any contractual restrictions binding on anythat this Amendment has been duly executed and delivered by such Loan Party.Party;

Due Execution. The execution, delivery and performance by each Borrower of this Amendment are within the power of each Loan Party,such Borrower’s corporate or other entity power, have been duly authorized by all necessary corporate action, have received all necessary governmental approval, if any,or other entity action and dowill not contravenecontravene, or constitute a default under, any provision of applicable law or regulation or of the certificate or articles of incorporation (or similar formation document) or by-laws (or similar governing document) of such Borrower or of any contractual restrictionsjudgment, order, decree, agreement or instrument binding on such Borrower or result in the creation of any Lien upon any of its property or assets (other than any Lien created pursuant to the Loan Party.Documents).

Due Execution. The execution, deliveryExecution and performanceDelivery. This Amendment and the other Loan Documents being executed and delivered in connection with this Amendment to which it is, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and each of this Amendment are withinand the powerAmended Agreement is, and upon execution and delivery thereof each such other Loan Document will be, the legal, valid and binding obligation of each Loan Party, have been duly authorizedit enforceable against it in accordance with its terms, subject, however, to the application by all necessary corporate action, have received all necessary governmental approval, if any,a court of general principles of equity and do not contraveneto the effect of any lawapplicable bankruptcy, insolvency, reorganization, moratorium or any contractual restrictions binding on any Loan Party.similar laws affecting creditors’ rights generally.

Due Execution. The execution, delivery and performance by the Loan Parties of thisthe First Amendment areis within the power of each Loan Party,Party’s corporate or limited liability company powers, as the case may be, and have been duly authorized by all necessary corporate action, have received all necessary governmental approval,or limited liability company and, if any, and do not contravene any lawrequired, stockholder or any contractual restrictions binding on any Loan Party.member action.

Due Execution. The execution, delivery and performance by the Borrower of this Amendment are within the power of each Loan Party, havehas been duly authorized by all necessary corporate action, have received all necessaryaction and does not # require any authorization, consent or approval by any governmental approval, if any, and do not contravenedepartment, commission, board, bureau, agency or instrumentality, domestic or foreign, # violate any lawprovision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to the Borrower, or the articles of incorporation or by-laws of the Borrower, or # result in a breach of or constitute a default under any indenture or loan or loan agreement or any contractual restrictions binding on any Loan Party.other agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected.