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hereto. On the Incremental Agreement No. 2 Effective Date, each of this Incremental Agreement No. 2, the Amended Credit Agreement and
each other Loan Document will constitute a legal, valid and binding obligation of each Obligor that is a party thereto, enforceable against each
such Obligor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors ’ rights generally and by general equitable principles (whether enforcement is
sought by proceedings in equity or at law).
(b) The execution, delivery and performance of this Incremental Agreement No. 2 by each Obligor, the borrowings under the
Amended Credit Agreement and the use of the proceeds thereof will not violate any laws, regulations, policies and orders of any Governmental
Authority applicable to it (or its Subsidiaries) or its (or their) property or any indentures, agreements and other instruments binding upon it (or its
Subsidiaries) or its (or their) property (except where such violation or the failure to do so, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect) and will not result in, or require, the creation or imposition of any Lien on any of their respective
properties.
(c)
Each of the representations and warranties made by any Obligor herein or in or pursuant to each of the Loan Documents is
true and correct on and as of the Incremental Agreement No. 2 Effective Date as if made on and as of such date (except that any representation
or warranty which by its terms is made as of an earlier date shall be true and correct as of such earlier date).
(d) Immediately after giving effect to this Incremental Agreement No. 2, no Default or Event of Default has occurred and is
continuing, or will result from the consummation of the transactions contemplated by this Incremental Agreement No. 2.
(e)
The Borrower is in pro forma compliance with the financial covenants set forth in Section 6.05 of the Credit Agreement on
and as of the Incremental Agreement No. 2 Effective Date after giving effect to the transactions contemplated hereby.
(f)
Each Obligor hereby confirms as of the date hereof that (x) neither its certificate or articles of incorporation or formation, as
applicable, nor its bylaws or operating agreement, as applicable, have been amended or modified since the date of the respective version thereof
delivered by such Obligor on the Effective Date in a manner that would be adverse to the Lenders and (y) the corporate, LLC or partnership
resolutions and consents, as applicable, delivered in connection with the closing of the Credit Agreement on February 28, 2013 which approved
the execution and delivery of the Credit Agreement (including as amended by this Incremental Agreement No. 2) and the other Loan Documents
and the performance by such Obligor of its obligations thereunder, and authorizing the transactions contemplated hereby and thereby, remain in
full force and effect and have not been amended, rescinded or modified since February 28, 2013.
8. Effectiveness . This Incremental Agreement No. 2 shall become effective on the date (the “ Incremental Agreement
No. 2 Effective Date”) on which the following conditions precedent shall have been satisfied:
(a) Incremental Agreement No. 2
. The Administrative Agent shall have received this Incremental Agreement No. 2, duly
executed and delivered by the Borrower, the Subsidiary Guarantors, the Administrative Agent and the Incremental Lender.
(b) Fees . The Lenders and the Administrative Agent shall have received all fees required to be paid on or before the Incremental
Agreement No. 2 Effective Date, and all expenses required to be paid on or before the Incremental Agreement No. 2 Effective Date for which
invoices have been timely
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