Authorization, Etc. The execution and delivery by each Loan Party of this Amendment and each other Loan Document to which it is or will be a party, and the performance by it of the Financing Agreement, as amended hereby, # have been duly authorized by all necessary action, # do not and will not contravene # any of its Governing Documents, # any applicable Requirement of Law or # any Material Contract binding on or otherwise affecting it or any of its properties, # do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and # do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties, except, in the case of clauses (ii)(B), (ii)(C) and (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.

Authorization, Etc. The execution and delivery by each Loan Party of this Amendment and each other Loan Document to which it is or will be a party, and the performance by it of the Financing Agreement, as amended hereby, # have been duly authorized by all necessary action, # do not and will not contravene #any Requirement of Law in any material respect or any of its Governing Documents, #Documents or any applicable Requirement of Law or # any Material Contractmaterial Contractual Obligation binding on or otherwise affecting it or any of its properties, # do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and # do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties, except, in the case of clauses (ii)(B), (ii)(C) and (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.properties.

Authorization, Etc.Due Authorization. The executionexecution, delivery and deliveryperformance by each Loan Partyit of this Amendment and each other Loan Document being executed and delivered in connection with this Amendment to which itsuch Borrower is or will be a party, and the performance by itsuch Borrower of the FinancingAmended Agreement, as amended hereby, # have been duly authorized by all necessary action, #corporate action on its part and do notnot, and will not contravene # anynot, require the consent or approval of its Governing Documents, # any applicable Requirement of Lawshareholders or # any Material Contract binding on or otherwise affecting it or any of its properties, # do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and # do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties, except, inmembers, as the case of clauses (ii)(B), (ii)(C)may be, other than such consents and (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeitureapprovals as have been duly obtained, given or nonrenewal could not reasonably be expected to have a Material Adverse Effect.accomplished.

Authorization, Etc. The executionthe execution, delivery and deliveryperformance by each Amendment Loan Party of this Amendment and each other Loan Document to which it is or will be a party, and the performance by iteach Amendment Loan Party of the Financing Agreement, as amended hereby, #Amended Credit Agreement have been duly authorized by all necessary corporate or other organizational action, #and do not and will not # contravene #the terms of any of its Governing Documents,such Amendment Loan Party’s Organization Documents; # any applicable Requirement of Lawconflict with or # any Material Contract binding on or otherwise affecting it or any of its properties, # do not and will not result in any breach or requirecontravention of, or the creation of any Lien (other than pursuantunder, or require any payment to be made under # any Contractual Obligation to which such Amendment Loan Document) uponParty is a party or with respect to anyaffecting such Amendment Loan Party or the properties of its properties, and # do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operationssuch Amendment Loan Party or any of its properties,Subsidiaries or # any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Amendment Loan Party or its property is subject; or # violate any Law in any manner that is materially adverse to the Company and its Subsidiaries, except, in each case referred to # in clause (b)(i), or (y) to the caseextent relating to any order, injunction, writ or decree of clauses (ii)any Governmental Authority not specifically relating to such Person or its property, in clause (b)(B), (ii)(C) and (iv)ii), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiturethat the same could not, individually or nonrenewal could notin the aggregate, reasonably be expected to haveresult in a Material Adverse Effect.

Authorization, Etc. The executionexecution, delivery and deliveryperformance by each Loan Party of this Amendment and each other Loan Document to which it is or will be a party, and the performance by it of the Financing Agreement, as amended hereby, #each Loan Party’s obligations hereunder have been duly authorized by all necessary corporate or other organizational action, # do not and will notshall not: # contravene #the terms of any of its Governing Documents,such Person's Organization Documents; # conflict with or result in any applicable Requirement of Lawbreach, termination, or contravention of, or constitute a default under, or require any payment to be made under # any Material Contract binding on or otherwiseany Material Indebtedness to which such Person is a party or affecting itsuch Person or the properties of such Person or any of its properties,Subsidiaries, or # do not and will notany order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; # result in or require the creation of any Lien upon any asset of any Loan Party (other than pursuant toLiens in favor of the Collateral Agent under the Security Documents); or # violate any Loan Document) upon or with respect to any of its properties, and # do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties, except, in the case of clauses (ii)(B), (ii)(C) and (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.Law.

Authorization,Authority, Etc. Each of the Loan Parties has the requisite organizational power and authority to execute, deliver and perform this Amendment. The executionexecution, delivery and deliveryperformance by each Loan Party of this Amendment and each other Loan Document to which it is or will be a party, and the performance by it of the Financing Agreement, as amended hereby, # have been duly authorized by all necessary action,organizational action on the part of such Loan Party, # do not and will not # contravene # anythe terms of its Governingsuch Loan Party’s Organizational Documents, # violate any applicableLegal Requirement of Law or # any Material Contract binding onconflict with or otherwise affecting it or any of its properties, # do not and will not result in any breach or requirecontravention of, or the creation of any Lien (other than pursuant to any Lien created under the Loan Document) upon or with respect to any of its properties,Documents and Liens created under the ABL Documents) under, # do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewalthe provisions of any permit, license, authorizationindenture, instrument or approval applicableagreement to which such Loan Party is a party or by which it or its operationsproperty is bound or # any order injunction, writ or decree of any Governmental Authority or any ofarbitral award to which such Loan Party or its properties,property is subject, except, in the case of clauses (ii)(B), and (ii)(C) and (iv),above, to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeitureany of the foregoing could not, individually or nonrenewal could notin the aggregate, reasonably be expected to have a Material Adverse Effect. No authorization, approval, consent, exemption or other action by, or notice to or filing with, any Governmental Authority is necessary or required on the part of any Loan Party in connection with the execution, delivery and performance by any Loan Party of this Amendment, except # as such have been obtained or made and are in full force and effect, and # actions by, and notices to or filings with, Governmental Authorities (including the SEC) that may be required in the ordinary course of business from time to time or that may be required to comply with the express requirements of the Loan Documents.

Authorization, Etc. The executionexecution, delivery and deliveryperformance by each Loan Party of this Amendment and each other Loan Documentdocuments executed in connection herewith to which itsuch Person is or will be a party, and the performance by itconsummation of the Financing Agreement, as amended hereby, #transactions contemplated herein, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, #and do not and will not # contravene the terms of any of such Person’s Organization Documents; # conflict with or result in any breach or contravention of, or the creation of any material Lien under, or require any material payment to be made under # any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of its Governing Documents, # any applicable Requirement of Law or # any Material Contract binding on or otherwise affecting itsuch Person or any of its properties,Restricted Subsidiaries or # do not and will not result inany order, injunction, writ or require the creationdecree of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and # do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operationsGovernmental Authority or any arbitral award to which such Person or its property is subject; or # violate any Law that would adversely affect the rights of its properties, except, in the case of clauses (ii)(B)​, (ii)(C) and (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeitureAdministrative Agent or nonrenewal could not reasonably be expected to have a Material Adverse Effect.the Collateral Agent under the Loan Documents.

Authorization, Etc. The executionexecution, delivery and deliveryperformance by each Loan Party of this Amendment and each other Loan Documentdocuments executed in connection herewith to which itsuch Person is or will be a party, and the performance by itconsummation of the Financing Agreement, as amended hereby, #transactions contemplated herein, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, #and do not and will not # contravene the terms of any of such Person’s Organization Documents; # conflict with or result in any breach or contravention of, or the creation of any material Lien under, or require any material payment to be made under # any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of its Governing Documents, # any applicable Requirement of Law or # any Material Contract binding on or otherwise affecting itsuch Person or any of its properties,Restricted Subsidiaries or # do not and will not result inany order, injunction, writ or require the creationdecree of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and # do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operationsGovernmental Authority or any arbitral award to which such Person or its property is subject; or # violate any Law that would adversely affect the rights of its properties, except, in​ (including the case of clauses (ii)(B)2021-1 Incremental Term Lender), (ii)(C) and (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeitureAdministrative Agent or nonrenewal could not reasonably be expected to have a Material Adverse Effect.the Collateral Agent under the Loan Documents.

Authorization, Etc. The executionexecution, delivery and deliveryperformance by each Loan Party of this Amendment and each otherthe Loan DocumentDocuments to which it is a party and any other documents delivered or willto be a party, and the performancedelivered by it of the Financing Agreement, as amended hereby,thereunder # are within its corporate powers; # have been duly authorized by all necessary corporate, limited liability company or partnership action, as applicable; # do not contravene its organizational documents, any material law, rule, or regulation applicable to it (including, without limitation, laws, rules and will not contravene #regulations relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices, licensing, and privacy), any provision of its Governing Documents, # any applicable Requirement of Law or # any Material Contractcontractual restriction binding on or otherwise affecting it or any material portion of its properties, # do not and will not result inProperty, or require the creation of any Lien (other than pursuant to any Loan Document) uponorder, writ, judgment, award, injunction or with respect to any ofdecree binding on or affecting it or its properties,Property; and # do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewalnon-renewal of any permit, license, authorization or approval applicable to its operations or any of its properties, except, in the case of clauses (ii)(B), (ii)(C) and (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.Properties;

Authorization, Etc. The executionexecution, delivery and deliveryperformance by each Loan Partythe Borrower of this Amendment and each other Loan Document to which it is or will be a party, and the performance by it of the Financing Agreement, as amended hereby, # havehas been duly authorized by all necessary action,corporate action and does not # do not and will not contravenerequire any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, # violate any provision of its Governing Documents, # any applicable Requirementlaw, rule or regulation or of Lawany 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 Material Contract binding onindenture or otherwise affectingloan or loan agreement or any other agreement, lease or instrument to which the Borrower is a party or by which it or any of its properties, # do not and will not result inproperties may be bound or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and # do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties, except, in the case of clauses (ii)(B), (ii)(C) and (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.affected.