Due Execution. The execution, delivery and performance of this Amendment are within the power of 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 Borrower.

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.

The execution, delivery and performance by the Borrower of this Amendment has been duly authorized by all necessary corporate action and does not # require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, # violate any provision 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 other agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected.

The execution, delivery and performance by each Borrower of this Amendment are within such Borrower’s corporate or other entity power, have been duly authorized by all necessary corporate or other entity action and will not contravene, 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 judgment, 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 Documents).

Due Authorization. The execution, delivery and performance by it of this Amendment and each other Loan Document being executed and delivered in connection with this Amendment to which such Borrower is a party, and the performance by such Borrower of the Amended Agreement, have been duly authorized by all necessary corporate action on its part and do not, and will not, require the consent or 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.

The execution and delivery by each Borrower of this Amendment and the performance by each of them of the transactions herein and therein contemplated # are and will be within such Borrower’s, # have been authorized by all necessary organizational action of such Borrower, and # do not and will not violate any provisions of any law, rule, regulation, judgment, order, writ, decree, determination or award or breach any provisions of the charter, bylaws or other organizational documents of any Borrower.

The execution, delivery and performance of this Amendment and the Credit Agreement (as amended hereby) are within each Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, member action. This Amendment has been duly executed and delivered by each Borrower, and this Amendment and the Credit Agreement (as amended hereby) constitute the legal, valid and binding obligations of such Borrower, enforceable against such Person in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

the execution and delivery by such Borrower of this Amendment and the performance by such Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized by all necessary corporate action on the part of such Borrower; and

The execution, delivery and performance of this Amendment and the Amended Credit Agreement are within such Borrower’s organizational powers and have been duly authorized by all necessary organizational action.