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such Incremental Lender of this Incremental Agreement No. 2 and the occurrence of the Incremental Agreement No. 2 Effective Date, such
Incremental Lender (i) shall become a “ Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the
terms and subject to the conditions set forth below, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of
and shall have all rights of a Lender thereunder and (ii) shall have an aggregate Revolving Credit Commitment as set forth on Schedule I hereof
opposite such Incremental Lender ’ s name (as such Revolving Credit Commitment may thereafter be changed from time to time pursuant to the
terms of the Credit Agreement).
(b) The Incremental Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents
and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into this Incremental Agreement No. 2; (ii) agrees that it will,
independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints
and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and
the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the
United States, its obligation pursuant to Section 2.16(f) of the Credit Agreement.
4. Credit Agreement Governs . Except as set forth in this Incremental Agreement No. 2, the Loans made pursuant hereto
shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents.
5. Schedule 2.01. Attached as Schedule I hereto is a supplement to Schedule 2.01 to the Credit Agreement, which
supplement sets forth the Revolving Credit Commitment of the Incremental Lender as of the Incremental Agreement No. 2 Effective Date.
6. Notice . For purposes of the Credit Agreement, the initial notice address of each Incremental Lender shall be as set
forth below its signature below.
7. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and each
Lender (before and after giving effect to this Incremental Agreement No. 2):
(a)
Each Obligor has the requisite corporate or equivalent power and authority to execute, deliver and perform this Incremental
Agreement No. 2 and, in the case of the Borrower, to borrow under the Credit Agreement as amended by this Incremental Agreement No. 2
(the “ Amended Credit Agreement ”). Each Obligor has taken all necessary limited liability company, corporate or equivalent actions to authorize
the execution, delivery and performance of this Incremental Agreement No. 2 and, in the case of the Borrower, to authorize the borrowings on
the terms and conditions of the Amended Credit Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of,
any Governmental Authority or any other Person is required in connection with this Incremental Agreement No. 2, the borrowings under the
Amended Credit Agreement or the execution, delivery, performance, validity or enforceability of this Incremental Agreement No. 2 except
consents, authorizations, filings and notices which have been obtained or made and are in full force and effect. This Incremental Agreement No.
2 has been duly executed and delivered on behalf of each Obligor party
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