T he Borrower has the right and power, and ha s taken all necessary action to authorize it , to execute and deliver this Amendment and to perform its obligations hereunder and under the Credit Agreement , as amended by this Amendment , and the other Loan Documents to which it is a party in accordance with their respective terms.  This Amendment has been duly executed and delivered by a duly authorized officer of the Borrower and each of this Amendment and the Credit Agreement , as amended by this Amendment , is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms.