Common use of Authorization, Validity, and Enforceability of this Amendment Clause in Contracts

Authorization, Validity, and Enforceability of this Amendment. Each Borrower and each Guarantor has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Credit Agreement, as amended by this Amendment. Each Borrower and each Guarantor has taken all necessary corporate action (including, without limitation, obtaining approval of its shareholders if necessary) to authorize its execution and delivery of this Amendment and the performance of the Credit Agreement. This Amendment has been duly executed and delivered by each Borrower and each Guarantor and this Amendment and the Credit Agreement constitute the legal, valid and binding obligations of each Borrower and each Guarantor, enforceable against each of them in accordance with their respective terms without defence, compensation, setoff or counterclaim. Each Borrower’s and each Guarantor’s execution and delivery of this Amendment and the performance by each Borrower and each Guarantor of the Credit Agreement do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of any Borrower or any Guarantor by reason of the terms of (a) any contract, mortgage, hypothec, Lien, lease, agreement, indenture, or instrument to which any Borrower or any Guarantor is a party or which is binding on any of them, (b) any requirement of law applicable to any Borrower or any Guarantor, or (c) the certificate or articles of incorporation or amalgamation or association or bylaws or memorandum of association of any Borrower or any Guarantor.

Authorization, Validity, and Enforceability of this Amendment. Each Borrower and each Guarantor has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Credit Agreement, as amended by this Amendment. Each Borrower and each Guarantor has taken all necessary corporate action (including, without limitation, obtaining approval of its shareholders if necessary) to authorize its execution and delivery of this Amendment and the performance of the Credit Agreement. This Amendment has been duly executed and delivered by each Borrower and each Guarantor and this Amendment and the Credit Agreement constitute the legal, valid and binding obligations of each Borrower and each Guarantor, enforceable against each of them in accordance with their respective terms without defence, compensation, setoff or counterclaim. Each Borrower’s and each Guarantor’s execution and delivery of this Amendment and the performance by each Borrower and each Guarantor of the Credit Agreement do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of any Borrower or any Guarantor by reason of the terms of (a) any contract, mortgage, hypothec, Lien, lease, agreement, indenture, or instrument to which any Borrower or any Guarantor is a party or which is binding on any of them, (b) any requirement of law applicable to any Borrower or any Guarantor, or (c) the certificate or articles of incorporation or amalgamation or association or bylaws or memorandum of association of any Borrower or any Guarantor.

Authorization, Validity, and Enforceability of this Amendment. Each The Borrower and each Guarantor has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Credit Agreement, Loan Agreement as amended by this AmendmentAmendment (the "Amended Agreement"). Each The Borrower and each Guarantor of the Obligations (each a "Guarantor") has taken all necessary corporate action (including, without limitation, obtaining approval of its shareholders stockholders if necessary) to authorize its execution and delivery of this Amendment and the performance of the Credit Amended Agreement. This Amendment has been duly executed and delivered by each the Borrower and each Guarantor Guarantor, and this Amendment and the Credit Amended Agreement constitute the legal, valid and binding obligations of each the Borrower and each Guarantor, enforceable against each of them it and then in accordance with their respective terms without defence, compensation, setoff or counterclaim. Each The Borrower’s 's and each Guarantor’s 's execution and delivery of this Amendment and the performance by each the Borrower and each Guarantor of the Credit Amended Agreement do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of the Borrower, any Borrower Guarantor, or any Guarantor of its Subsidiaries by reason of the terms of (a) any contract, mortgage, hypothec, Lien, lease, agreement, indenture, or instrument to which any the Borrower or any Guarantor is a party or which is binding on any of themit, (b) any requirement of law applicable to the Borrower, any Borrower Guarantor or any Guarantorof its Subsidiaries, or (c) the certificate or articles of incorporation or amalgamation or association or bylaws or memorandum of association of the Borrower, any Borrower Guarantor or any Guarantorof its Subsidiaries.

Authorization, Validity, and Enforceability of this Amendment. Each The Borrower and each Guarantor has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Credit Agreement, Loan Agreement as amended by this AmendmentAmendment (the "Amended Agreement"). Each The Borrower and each Guarantor of the Obligations (each a "Guarantor") has taken all necessary corporate action (including, without limitation, obtaining approval of its shareholders stockholders if necessary) to authorize its execution and delivery of this Amendment and the performance of the Credit Amended Agreement. This Amendment has been duly executed and delivered by each the Borrower and each Guarantor Guarantor, and this Amendment and the Credit Amended Agreement constitute the legal, valid and binding obligations of each the Borrower and each Guarantor, enforceable against each of them it and then in accordance with their respective terms without defence, compensation, setoff or counterclaim. Each The Borrower’s 's and each Guarantor’s 's execution and delivery of this Amendment and the performance by each the Borrower and each Guarantor of the Credit Amended Agreement do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of the Borrower, any Borrower Guarantor, or any Guarantor of its Subsidiaries by reason of the terms of (a) any contract, mortgage, hypothec, Lien, lease, agreement, indenture, or instrument to which any the Borrower or any Guarantor is a party or which is binding on any of themit, (b) any requirement of law 19 applicable to the Borrower, any Borrower Guarantor or any Guarantorof its Subsidiaries, or (c) the certificate or articles of incorporation or amalgamation or association or bylaws or memorandum of association of the Borrower, any Borrower Guarantor or any Guarantorof its Subsidiaries.