Form 8-K
8-K — Ralliant Corp
Accession: 0001185185-26-001195
Filed: 2026-03-31
Period: 2026-03-30
CIK: 0002041385
SIC: 3823 (INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Financial Statements and Exhibits
Documents
8-K — ralliant8k033026.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (ralliantex10-1.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
March 30, 2026
Ralliant Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-42633
99-5127620
(Commission File Number)
(IRS Employer Identification No.)
4114 Center at North Hills Street
Suite 400
Raleigh, NC
27609
(Address of principal
executive offices)
(Zip code)
(984) 375-7255
(Registrant’s Telephone Number, Including
Area Code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share
RAL
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into a Material Definitive Agreement
On March 30, 2026, Ralliant Corporation, a Delaware
corporation (the “Company”), entered into Amendment No. 2 (the “Second Amendment”) to the Credit Agreement
dated as of May 15, 2025, as amended by Amendment No. 1 to the Credit Agreement dated as of November 24, 2025, by and among the Company,
the lenders party thereto and PNC Bank, National Association, as administrative agent (as so amended, the “Credit Agreement”).
The Second Amendment, among other things, (i)
refinances the outstanding $530.8 million term loan due December 2026 with a $550 million term loan due March 2029 that includes an applicable
borrowing rate thereunder that is 12.5 basis points higher than the current rate; (ii) reduces the outstanding $619.2 million term loan
due June 2028 to $600 million and decreases the applicable borrowing rate thereunder by 12.5 basis points; and (iii) removes the 85% cap
on netting cash and cash equivalents outside of the United States for purposes of calculating the consolidated net leverage ratio. All
other material terms of the Credit Agreement remain unchanged.
The foregoing description of the Second Amendment does
not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
The disclosure under Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit No.
Description
10.1
Amendment No. 2 and Limited Consent to Credit Agreement, dated March 30, 2026, by and among Ralliant Corporation, PNC Bank, National Association, as Administrative Agent, L/C Issuer and Swing Line Lender, and the other Lenders party thereto
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RALLIANT CORPORATION
Date: March 31, 2026
By:
/s/ Teo Osben
Name:
Teo Osben
Title:
Chief Accounting Officer
3
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: ralliantex10-1.htm · Sequence: 2
Exhibit
10.1
AMENDMENT NO. 2
AND LIMITED CONSENT TO CREDIT AGREEMENT
This Amendment No. 2 and Limited
Consent to Credit Agreement (this “Amendment”), dated as of March 30, 2026, is made by and between RALLIANT
CORPORATION, a Delaware corporation (the “Company”), each Lender (defined below) party hereto, and PNC
BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”), an L/C
Issuer and Swing Line Lender.
W I T N E S
S E T H:
WHEREAS, each of the
Company, the Administrative Agent and certain banks and other financial institutions party thereto prior to the effectiveness of this
Amendment (collectively, the “Existing Lenders”, the Existing Lenders that will continue to be lenders after
giving effect to this Amendment, each a “Lender” and, collectively, the “Lenders”,
and the Existing Lenders that are being paid in full concurrently with the effectiveness of this Amendment, each a “Departing
Lender” and, collectively, the “Departing Lenders”) are parties to that certain Credit Agreement,
dated as of May 15, 2025 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Existing
Credit Agreement,” and the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”;
all capitalized terms not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement), pursuant
to which the Lenders have provided the Company with certain credit facilities; and
WHEREAS, the Company
has requested that (a) the Existing Credit Agreement be amended to, among other things as set forth herein, refinance the existing Eighteen
Month Term Loan Facility with a new three-year term loan facility in an aggregate principal amount of $550,000,000 (the “2026
Term Loan”), and the Lenders have agreed to such amendments subject to the conditions set forth herein, (b) each Term Lender
(as defined in the Existing Credit Agreement and including, for the avoidance of doubt, any Departing Lenders, as applicable) consents,
notwithstanding anything to the contrary contained in Section 2.05(a) of the Existing Credit Agreement, to the prepayment in full
of the Eighteen Month Term Loans (as defined in the Existing Credit Agreement) and the partial prepayment of the Three-Year Term Loans
(as defined in the Existing Credit Agreement) as provided in the notices of prepayment delivered by the Company to the Administrative
Agent in connection with this Amendment (the “Limited Consent”) and (c) the Departing Lenders shall be paid
in full on the Effective Date.
A G R E E M E N T:
NOW, THEREFORE, in
consideration of the premises and the terms hereof, the parties hereto agree as follows:
1. Amendments
to Existing Credit Agreement. Subject to the terms and conditions hereof, in accordance with Section 11.01 of the Existing
Credit Agreement and in reliance upon the representations and warranties set forth herein, upon the Effective Date (defined below):
(a) The
Existing Credit Agreement (excluding the Schedules and Exhibits thereto) is hereby amended to (i) delete red or green stricken text (indicated
textually in the same manner as the following examples: stricken text and stricken
text) and (ii) add the blue or green double-underlined text (indicated textually in the same manner as the following examples:
double-underlined text and double-underlined
text), in each case, as set forth in Annex A attached hereto such that, immediately after giving effect to this Amendment,
the Credit Agreement will read as set forth in Annex A.
(b) Schedule
2.01 (Commitments and Applicable Percentages) to the Existing Credit Agreement is hereby amended, restated and replaced in entirety
with Schedule 2.01 attached hereto in Annex B.
(c) Exhibit
A-1 (Form of Loan Notice), Exhibit B-1 (Form of Term Note) and Exhibit C (Form of Compliance Certificate) to the Existing Credit
Agreement are hereby amended, restated and replaced with the forms attached hereto as Annex C.
For the avoidance of doubt,
the payment in full of the Departing Lenders and the effectiveness of the Facility Adjustments shall be deemed to have occurred immediately
prior to the effectiveness of the amendments set forth in this Section 1.
2. Limited
Consent. Effective as of the Effective Date and subject to the terms and conditions set forth herein and in reliance upon the representations
and warranties set forth herein, pursuant to Section 11.01 of the Existing Credit Agreement, the Term Lenders (as defined in the
Existing Credit Agreement and including, for the avoidance of doubt, any Departing Lenders, as applicable) party hereto (which constitute
all of the Three-Year Term Loan Lenders (as defined in the Existing Credit Agreement and including, for the avoidance of doubt, any Departing
Lenders, as applicable) and Eighteen Month Term Loan Lenders (as defined in the Existing Credit Agreement and including, for the avoidance
of doubt, any Departing Lenders, as applicable)) hereby consent to the Limited Consent.
3. Facility
Adjustments.
(a) Notwithstanding
anything to the contrary in the Existing Credit Agreement or this Amendment, each party hereto agrees that on the Effective Date:
(i) in
order to effect the amendments to the Three-Year Term Loan Facility contained in Section 1(b), the requisite reallocations, assignments,
payments and prepayments shall be deemed to be made to the Three-Year Term Loan Facility and with respect to the Three-Year Term Loans
in such amounts among the Lenders (with the Departing Lenders being paid in full such that each Departing Lender shall be released from
its obligations under the Credit Agreement and shall cease to be a party thereto), with the same force and effect as if such assignments
were evidenced by applicable Assignment and Assumptions under the Existing Credit Agreement or otherwise (such reallocations, assignments,
payments and prepayments, the “Facility Adjustments”); and
(ii) the
Administrative Agent shall (x) make adjustments to the Register to effectuate and evidence the Facility Adjustments and such reallocations,
assignments, payments and prepayments, and after giving effect thereto, the Three-Year Term Loans will be as set forth on the revised
Schedule 2.01 attached as part of Annex B hereto and (y) may make such adjustments between and among the applicable Lenders
as are reasonably necessary to effectuate the Facility Adjustments, in each case as the Administrative Agent may direct or approve, with
respect to all assignments, reallocations and other changes under the Three-Year Term Loan Facility.
(b) Notwithstanding
anything to the contrary in Section 11.07 of the Existing Credit Agreement, Section 11.07 of the Credit Agreement or this
Amendment, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with the Facility
Adjustments (all of which requirements are hereby waived by each of the parties hereto). On the Effective Date, in order to effect the
Facility Adjustments, the Lenders shall make full cash settlement with each other (including payments to the Departing Lenders) either
directly or through the Administrative Agent, so that the outstanding Three-Year Term Loans of each Lender shall be as set forth on the
amended Schedule 2.01 attached as part of Annex B hereto, and each of the Departing Lenders shall be paid in full (including
principal, interest, fees and any other amounts owed pursuant to the Existing Credit Agreement) and shall be released from its obligations
under the Existing Credit Agreement and under the Credit Agreement and shall cease to be a party thereto.
2
(c) For
the avoidance of doubt, each Lender party hereto acknowledges and agrees that as of the Effective Date its Three-Year Term Loans (in each
case, after giving effect to this Amendment) are set forth on Schedule 2.01 attached hereto in Annex B.
4. Effectiveness;
Conditions Precedent. This Amendment, the amendments to the Existing Credit Agreement provided in Section 1 hereof, the
Limited Consent provided in Section 2 hereof, and the Facility Adjustments provided in Section 3 hereof, shall become effective
on the first Business Day on which the following conditions are satisfied or waived (such date, the “Effective Date”):
(a) The
Administrative Agents shall have received counterparts of this Amendment, duly executed by a Responsible Officer of the Company, the Administrative
Agent, each Lender and each Departing Lender each of which shall be originals, facsimiles or electronic (pdf.) transmissions (followed
promptly by originals).
(b) The
Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or electronic (pdf.) transmissions
(followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Company, each dated
the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form
and substance reasonably satisfactory to the Administrative Agent, the Syndication Agent and their legal counsel, and each of the Lenders:
(i) Term
Notes executed by the Company in favor of each Lender requesting a Term Note;
(ii) such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company
as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized
to act as a Responsible Officer in connection with this Amendment and the other Loan Documents;
(iii) such
documents and certifications as the Administrative Agent may reasonably require to evidence that the Company is duly organized or formed,
and is validly existing, in good standing in its jurisdiction of organization, including certified copies of the Company’s Organization
Documents, and certificates of good standing; and
(iv) a
certificate signed by a Responsible Officer of the Company certifying, as of the Effective Date, (A) the representations and warranties
set forth in Section 5 of this Amendment are true and correct as, and to the extent, provided therein, (B) that there has
been no event or circumstance since December 31, 2025 that has had or would be reasonably expected to have, either individually or in
the aggregate, a Material Adverse Effect, and (C) the Consolidated Net Leverage Ratio determined as of the last day of the fiscal
year ended December 31, 2025 (on a Pro Forma Basis after giving effect to the 2026 Term Loan and the use of proceeds thereof).
(c) The
Administrative Agent’s receipt of a favorable opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P., counsel
to the Company, addressed to the Administrative Agent and each Lender.
3
(d) The
Administrative Agent’s receipt of a Loan Notice with respect to the 2026 Term Loan and notices of prepayment with respect to the
Three-Year Term Loans (as defined in the Existing Credit Agreement) and Eighteen Month Term Loans (as defined in the Existing Credit Agreement),
in each case, duly executed by a Responsible Officer of the Company.
(e) (i)
Upon the reasonable request of any Lender made at least five (5) days prior to the Effective Date, the Borrowers shall have provided to
such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with
applicable “know your customer” and anti-money-laundering rules and regulations, including, the Act, in each case at least
two (2) days prior to the Effective Date and (ii) at least two (2) days prior to the Effective Date, any Borrower that qualifies as a
“legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a
Beneficial Ownership Certification.
(f) The
Company shall have paid (i) any amounts required to be paid on or before the Effective Date pursuant to the Loan Documents (including,
to the extent necessary, with respect to any Facility Adjustments and the prepayment in full of the Eighteen Month Term Loans (as defined
in the Existing Credit Agreement)), (ii) to the Administrative Agent for the account of each applicable Lender those certain fees due
and payable to such Lender in accordance with the Fee Letter and (iii) unless waived by the Administrative Agent, all Attorney Costs of
the Administrative Agent and the Syndication Agent to the extent invoiced at least two (2) Business Days prior to the Effective Date,
plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred
by it through the closing proceedings (provided that (x) such estimate shall not thereafter preclude a final settling of accounts between
the Company and the Administrative Agent and the Syndication Agent and (y) the Administrative Agent and the Syndication Agent may in their
discretion waive this condition without obtaining the consent of the Lenders).
Without limiting the generality
of the provisions of Section 9.04 of the Credit Agreement, for purposes of determining compliance with the applicable conditions
specified in this Section 4, each Lender and Departing Lender that has signed this Amendment shall be deemed to have consented
to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or
acceptable or satisfactory to a Lender or a Departing Lender (as applicable) unless the Administrative Agent shall have received notice
from such Lender or Departing Lender prior to the proposed Effective Date specifying its objection thereto.
5. Representations
and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Company represents and
warrants to the Administrative Agent and the Lenders, as follows:
(a) No
Default or Event of Default exists as of the date hereof or would result from, or after giving effect to, the amendments contemplated
hereby;
(b) the
representations and warranties of the Company contained in Article V of the Credit Agreement and any representations and warranties
of the Company in any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith,
shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that
any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the Effective Date,
except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true
and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation
or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that the representations
and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall
be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01
of the Credit Agreement;
4
(c) the
Company has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute,
deliver and perform its obligations under the Amendment;
(d) the
execution, delivery and performance by the Company of this Amendment have been duly authorized by all necessary corporate or other organizational
action, and do not and will not (i) contravene the terms of any of the Company’s Organization Documents; (ii) conflict with or result
in any breach or contravention of, or the creation of any Lien under, (A) any Contractual Obligation to which the Company is a party except
to the extent that such conflict, breach, contravention, Lien or violation could not reasonably be expected to have a Material Adverse
Effect or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Company or its property
is subject; or (iii) violate any Law in any material respect; and
(e) this
Amendment constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms,
except as may be limited by applicable Debtor Relief Laws and general principles of equity, regardless of whether considered in a proceeding
in equity or at law.
6. Entire
Agreement. This Amendment, together with all the other Loan Documents (collectively, the “Relevant Documents”),
sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior
negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express
or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents,
no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject
matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise,
except in writing and in accordance with Section 11.01 of the Credit Agreement.
7. Full
Force and Effect of Credit Agreement. Except as hereby specifically amended, waived, modified or supplemented, the Credit Agreement
is hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to its terms.
8. Governing
Law. This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, and
shall be further subject to the provisions of Sections 11.15 and 11.16 of the Credit Agreement.
9. Enforceability.
If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes
as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.
5
10. References;
Interpretation. All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement,
as amended hereby. This Amendment shall be deemed incorporated into, and a part of, the Credit Agreement, and shall constitute a “Loan
Document” under and as defined in the Credit Agreement. The rules of interpretation set forth in Section 1.02 of the Credit
Agreement shall be applicable to this Amendment.
11. Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit of the Loan Parties, the Administrative Agent, the Lenders
and each of their respective successors, legal representatives, and assignees to the extent such assignees are permitted assignees as
provided in Section 11.07 of the Credit Agreement.
12. No
Novation; Reaffirmation. Neither the execution and delivery of this Amendment nor the consummation of any other transaction contemplated
hereunder is intended to constitute a novation of the Credit Agreement or of any of the other Loan Documents or any obligations thereunder.
The Company hereby (a) affirms and confirms each of the Loan Documents to which it is a party and its Obligations thereunder, and (b)
agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document shall continue to be in full force and effect.
13. Counterparts.
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature
appears thereon, and all of which shall together constitute one and the same instrument, and shall be further subject to the provisions
of Section 11.21 of the Credit Agreement.
14. Expenses.
The Company agrees to pay, in accordance with and subject to the limitations in Section 11.04 of the Credit Agreement, all reasonable
and documented out-of-pocket expenses incurred by the Administrative Agent (including Attorney Costs) in connection with the preparation,
execution, delivery, administration of this Amendment and the other instruments and documents to be delivered hereunder.
15. Waiver
of Timing Requirements. The Lenders and Departing Lenders as applicable, agree to accept the notices of prepayment and Loan Notice
provided pursuant to Section 4(d) hereof notwithstanding the timing requirements set forth in the Credit Agreement (including Sections
2.02(a) and 2.05(a) of the Credit Agreement).
[Remainder of page is intentionally left blank;
signature pages follow.]
6
IN WITNESS WHEREOF,
the parties have duly executed this Amendment on the day and year first written above.
RALLIANT CORPORATION
By:
/s/ Rachel Pront
Name:
Rachel Pront
Title:
Treasurer
Ralliant Corporation
Amendment No. 2 and Limited Consent to Credit Agreement
Signature Page
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By:
/s/ Lesley Wilson
Name:
Lesley Wilson
Title:
Senior Vice President
Ralliant Corporation
Amendment No. 2 and Limited Consent to Credit Agreement
Signature Page
PNC BANK, NATIONAL ASSOCIATION,
as a Lender, L/C Issuer
and Swing Line Lender
By:
/s/ Lesley Wilson
Name:
Lesley Wilson
Title:
Senior Vice President
Ralliant Corporation
Amendment No. 2 and Limited Consent to Credit Agreement
Signature Page
TRUIST BANK, as a Lender
By:
/s/ Vicount P. Cornwall
Name:
Vicount P. Cornwall
Title:
Director
Ralliant Corporation
Amendment No. 2 and Limited Consent to Credit Agreement
Signature Page
TD BANK, N.A., as a Lender
By:
/s/ Ethan Markel
Name:
Ethan Markel
Title:
Senior Relationship Manager
Ralliant Corporation
Amendment No. 2 and Limited Consent to Credit Agreement
Signature Page
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:
/s/ Aaron Loyd
Name:
Aaron Loyd
Title:
Vice President
Ralliant Corporation
Amendment No. 2 and Limited Consent to Credit Agreement
Signature Page
BANK OF AMERICA, N.A., as a Lender
By:
/s/ Kevin O’Sullivan
Name:
Kevin O’Sullivan
Title:
Vice President
Ralliant Corporation
Amendment No. 2 and Limited Consent to Credit Agreement
Signature Page
BNP PARIBAS, as a Lender
By:
/s/ Benjamin Binetter
Name:
Benjamin Binnetter
Title:
MD
By:
/s/ Marine Ausset
Name:
Marine Ausset
Title:
Vice President
Ralliant Corporation
Amendment No. 2 and Limited Consent to Credit Agreement
Signature Page
CITIBANK, N.A., as a Lender
By:
/s/ Michael Bustios
Name:
Michael Bustios
Title:
Authorized Signatory
Ralliant Corporation
Amendment No. 2 and Limited Consent to Credit Agreement
Signature Page
JPMORGAN CHASE BANK, N.A., as a Lender
By:
/s/ Alaina Moran
Name:
Alaina Moran
Title:
Vice President
Ralliant Corporation
Amendment No. 2 and Limited Consent to Credit Agreement
Signature Page
THE BANK OF NOVA SCOTIA, as a Lender
By:
/s/ Adnan Osman
Name:
Adnan Osman
Title:
Director
Ralliant Corporation
Amendment No. 2 and Limited Consent to Credit Agreement
Signature Page
Scotia Financing USA LLC, as a Lender
By:
/s/ Michelle C. Phillips
Name:
Michelle C. Phillips
Title:
President & CEO
Ralliant Corporation
Amendment No. 2 and Limited Consent to Credit Agreement
Signature Page
BARCLAYS BANK PLC, as a Lender
By:
/s/ Timothy Uwemedimo
Name:
Timothy Uwemedimo
Title:
Authorized Signatory
Ralliant Corporation
Amendment No. 2 and Limited Consent to Credit Agreement
Signature Page
MORGAN STANLEY BANK, N.A., as a Lender
By:
/s/ Margaret Stock
Name:
Margaret Stock
Title:
Authorized Signatory
Ralliant Corporation
Amendment No. 2 and Limited Consent to Credit Agreement
Signature Page
BANK OF CHINA, NEW YORK BRANCH, as a Lender
By:
/s/ Raymond Qiao
Name:
Raymond Qiao
Title:
Executive Vice President
Ralliant Corporation
Amendment No. 2 and Limited Consent to Credit Agreement
Signature Page
LORD, ABBETT & CO. LLC, as investment adviser on behalf of the following accounts:
●
LORD ABBETT INVESTMENT TRUST - LORD ABBETT SHORT DURATION
INCOME FUND, as a Departing Lender
●
LORD ABBETT GLOBAL FUNDS I PLC - LORD ABBETT SHORT
DURATION INCOME FUND, as a Departing Lender
●
LORD ABBETT INVESTMENT TRUST - LORD ABBETT ULTRA SHORT BOND
FUND, as a Departing Lender
●
LORD ABBETT GLOBAL FUNDS I
PLC - LORD ABBETT ULTRA SHORT BOND FUND, as a Departing Lender
By:
/s/ Randolph A. Stuzin
Name:
Randolph A. Stuzin
Title:
Member & Chief Legal Office
Ralliant Corporation
Amendment No. 2 and Limited Consent to Credit Agreement
Signature Page
Annex A
Conformed
Copy, including
Amendment No. 1 and Limited Consent to Credit Agreement dated November 24, 2025;
and
Amendment No. 2 and Limited Consent to Credit Agreement dated March 30, 2026
Published CUSIP Numbers:
Deal: 75114VAA4
Revolver: 75114VAB2
Three-Year Term Loan: 75114VAC0
Eighteen Month2026
Term Loan: 75114VAD8
CREDIT AGREEMENT
Dated as of May 15, 2025,
among
RALLIANT CORPORATION
and certain of its
Subsidiaries,
as Borrowers,
PNC BANK, NATIONAL ASSOCIATION,
as Administrative
Agent, an L/C Issuer and Swing Line Lender,
and
the other LENDERS party hereto
TRUIST BANK,
as Syndication Agent
and an L/C Issuer, and
Revolving
Credit Facility:
BANK
OF AMERICA, N.A., BNP PARIBAS, TD BANK, N.A. and U.S. BANK, NATIONAL ASSOCIATION,
as
Documentation Agents
Three-Year
Term Loan Facility and 2026 Term Loan Facility:
BANK
OF AMERICA, N.A., BANK OF CHINA, NEW YORK BRANCH, TD BANK,
N.A.
and U.S. BANK NATIONAL ASSOCIATION,
as
Documentation Agents
and
and
TRUIST
SECURITIES, INC.
and
PNC
CAPITAL MARKETS LLC,
as
Joint Lead Arrangers and Joint Bookrunners
TRUIST
SECURITIES, INC.
and
PNC
CAPITAL MARKETS LLC,
as
Joint Lead Arrangers and Joint Bookrunners
and
and
BofA
SECURITIES, INC., BNP PARIBAS SECURITIES CORP., TD BANK N.A.,
and
U.S.
BANK NATIONAL ASSOCIATION,
as
Joint Lead Arrangers
TD
BANK N.A.,
and
U.S.
BANK NATIONAL ASSOCIATION,
as
Joint Lead Arrangers
BANK OF AMERICA,
N.A., BNP PARIBAS, TD BANK, N.A.,
and
U.S. BANK NATIONAL
ASSOCIATION,
as
Documentation Agents
and
TRUIST SECURITIES,
INC.,
and
PNC CAPITAL
MARKETS LLC,
as
Joint Lead Arrangers and Joint Bookrunners and
BofA SECURITIES,
INC., BNP PARIBAS, TD BANK N.A.,
and
U.S. BANK NATIONAL
ASSOCIATION,
as Joint
Lead Arrangers
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
1
1.01
Defined Terms
1
1.02
Other Interpretive Provisions
38
1.03
Accounting Terms
39
1.04
Rounding
40
1.05
References to Agreements and Laws
40
1.06
Exchange Rates; Currency Equivalents
40
1.07
Additional Alternative Currencies
40
1.08
Change of Currency
41
1.09
Times of Day
41
1.10
Letter of Credit Amounts
41
1.11
Limited Conditionality Acquisitions
42
1.12
Interest Rates
43
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS
43
2.01
The Loans
43
2.02
Borrowings, Conversions and Continuations of Loans
44
2.03
Letters of Credit
46
2.04
Swing Line Loans
55
2.05
Prepayments
58
2.06
Termination or Reduction of Commitments
59
2.07
Repayment of Loans
59
2.08
Interest
60
2.09
Fees
60
2.10
Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate
61
2.11
Evidence of Debt
62
2.12
Payments Generally; Administrative Agent’s Clawback
62
2.13
Sharing of Payments by Lenders
64
2.14
Designated Borrowers
65
2.15
Increase in Commitments
66
2.16
Cash Collateral
69
2.17
Defaulting Lenders
70
2.18
Extension of Revolving Credit Facility Maturity Date
72
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
74
3.01
Taxes
74
3.02
Illegality
77
3.03
Inability to Determine Rates; Administrative Agent and Lender Rights
78
3.04
Increased Cost and Reduced Return
83
3.05
Compensation for Losses
84
3.06
Matters Applicable to all Requests for Compensation
85
3.07
Survival
85
ARTICLE IV CONDITIONS PRECEDENT
85
4.01
Conditions to Effectiveness
85
4.02
Conditions to all Credit Extensions
87
-i-
TABLE OF CONTENTS
(continued)
Page
ARTICLE V REPRESENTATIONS AND WARRANTIES
88
5.01
Existence, Qualification and Power; Compliance with Laws
88
5.02
Authorization; No Contravention
88
5.03
Governmental Authorization; Other Consents
88
5.04
Binding Effect
88
5.05
Financial Statements; No Material Adverse Effect
89
5.06
Litigation
89
5.07
No Default
89
5.08
Ownership of Property; Liens
89
5.09
Environmental Compliance
89
5.10
ERISA Compliance
90
5.11
Margin Regulations; Investment Company Act
90
5.12
OFAC
90
5.13
Anti-Corruption Laws
91
5.14
Covered Entity
91
5.15
Affected Financial Institutions
91
5.16
Beneficial Ownership
91
ARTICLE VI AFFIRMATIVE COVENANTS
91
6.01
Financial Statements
91
6.02
Certificates; Other Information
92
6.03
Notices
93
6.04
Payment of Obligations
94
6.05
Preservation of Existence, Etc
94
6.06
Maintenance of Properties
94
6.07
Anti-Corruption Laws; Sanctions
94
6.08
Compliance with Laws
94
6.09
Inspection Rights
94
6.10
Compliance with ERISA
95
6.11
Use of Proceeds
95
ARTICLE VII NEGATIVE COVENANTS
95
7.01
Liens
95
7.02
Fundamental Changes
97
7.03
Use of Proceeds
97
7.04
Financial Covenant
98
7.05
Sanctions
98
7.06
Anti-Corruption Laws
98
7.07
Limitations on Indebtedness
98
7.08
Dispositions
99
7.09
Restricted Payments
100
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
101
8.01
Events of Default
101
8.02
Remedies Upon Event of Default
103
8.03
Application of Funds
103
-ii-
TABLE OF CONTENTS
(continued)
Page
ARTICLE IX ADMINISTRATIVE AGENT
104
9.01
Appointment and Authority
104
9.02
Rights as a Lender
105
9.03
Exculpatory Provisions
105
9.04
Reliance by Administrative Agent
106
9.05
Delegation of Duties
106
9.06
Resignation of Administrative Agent
106
9.07
Non-Reliance on the Administrative Agent, the Arrangers and the other Lenders
108
9.08
No Other Duties, Etc
108
9.09
Administrative Agent May File Proofs of Claim
109
9.10
Certain ERISA Matters
109
9.11
Recovery of Erroneous Payments
110
9.12
No Reliance on Administrative Agent’s Customer Identification Program
110
ARTICLE X COMPANY GUARANTY
111
10.01
Guaranty
111
10.02
Guaranty Absolute
111
10.03
Waivers and Acknowledgments
112
10.04
Subrogation
113
ARTICLE XI MISCELLANEOUS
114
11.01
Amendments, Etc
114
11.02
Notices and Other Communications; Facsimile Copies
116
11.03
No Waiver; Cumulative Remedies
118
11.04
Costs and Expenses
119
11.05
Indemnification by the Company
120
11.06
Payments Set Aside
121
11.07
Successors and Assigns
121
11.08
Confidentiality
127
11.09
Set-off
128
11.10
Interest Rate Limitation
128
11.11
Integration; Effectiveness
128
11.12
Survival of Representations and Warranties
129
11.13
Severability
129
11.14
Replacement of Lenders
129
11.15
Governing Law
130
11.16
Waiver of Right to Trial by Jury
131
11.17
Judgment Currency
131
11.18
No Advisory or Fiduciary Responsibility
131
11.19
USA PATRIOT Act Notice
132
11.20
Margin Stock
132
11.21
Electronic Execution; Electronic Records; Counterparts
132
11.22
Acknowledgement and Consent to Bail-In of Affected Financial Institutions
133
11.23
Acknowledgement Regarding Any Supported QFCs
134
SIGNATURES
S-1
-iii-
SCHEDULES
2.01
Commitments and Applicable Percentages
2.10
Day Basis for Alternative Currencies
5.06
Litigation
7.01
Existing Liens
7.07
Existing Indebtedness
11.02
Administrative Agent’s Office, Certain Addresses for Notices
EXHIBITS
Form of
A-1
Loan Notice
A-2
Swing Line Loan Notice
B-1
Term Note
B-2
Revolving Credit Note
C
Compliance Certificate
D
Assignment and Assumption
E
Designated Borrower Request and Assumption Agreement
F
Designated Borrower Notice
G-1
Form of U.S. Tax Compliance Certificate – Foreign Lenders (Not Partnerships)
G-2
Form of U.S. Tax Compliance Certificate – Non-U.S. Participants (Not Partnerships)
G-3
Form of U.S. Tax Compliance Certificate – Non-U.S. Participants (Partnerships)
G-4
Form of U.S. Tax Compliance Certificate – Foreign Lenders (Partnerships)
-iv-
CREDIT AGREEMENT
This CREDIT
AGREEMENT, dated as of May 15, 2025 (this “Agreement”), is entered into among RALLIANT CORPORATION, a Delaware
corporation (the “Company”), certain Domestic Subsidiaries of the Company party hereto pursuant to Section 2.14
(each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”),
each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”),
and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, an L/C Issuer and Swing Line Lender.
W I T N E S S E T H :
WHEREAS,
the Company and the Designated Borrowers have requested that the Lenders provide term loan facilities and a revolving credit facility,
and the Lenders are willing to do so, and the L/C Issuers are willing to issue letters of credit, in each case, on the terms and conditions
set forth herein;
NOW THEREFORE,
in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1.01 Defined
Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
“2026
Term Loan” means an advance made by any 2026
Term Loan Lender under the 2026
Term Loan Facility.
“2026
Term Loan Borrowing” means a borrowing consisting of simultaneous
2026 Term
Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period made
by each of the 2026
Term Loan Lenders pursuant to Section 2.01(c).
“2026
Term Loan Commitment” means, as to each 2026
Term Loan Lender, its obligation to make 2026
Term Loans in Dollars to the Company pursuant to Section 2.01(c)
in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such 2026
Term Loan Lender’s name on Schedule 2.01 under the caption
“2026 Term Loan
Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such 2026
Term Loan Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
“2026
Term Loan Exposure” means, as to any Lender at any time,
the aggregate Outstanding Amount at such time of its 2026 Term
Loans; provided that at any time prior to the making of the 2026
Term Loans, the 2026
Term Loan Exposure of any Lender shall be equal to such Lender’s
2026 Term
Loan Commitment.
“2026
Term Loan Facility” means, at any time, the aggregate principal
amount of the 2026 Term
Loans of all 2026 Term
Loan Lenders outstanding at such time.
“2026
Term Loan Lender” means, at any
time, any Lender that holds 2026 Term
Loans at such time.
1
“2026
Term Loan Note” means a promissory note made by the Company in favor
of a 2026 Term
Loan Lender evidencing 2026 Term
Loans made by such 2026 Term
Loan Lender, substantially in the form of Exhibit B-1.
“Acquisition”
means any transaction, or any series of related transactions, by which any of the Company or its Subsidiaries (a) acquire any ongoing
business or all or substantially all of the assets of, any firm, corporation or division thereof, whether through purchase of assets,
purchase of stock, merger, amalgamation or otherwise, (b) directly or indirectly acquire control of at least a majority (in number of
votes) of the securities of a corporation which have ordinary voting power for the election of directors, (c) directly or indirectly acquire
control of a majority ownership interest in any partnership, joint venture or similar arrangement or (d) directly or indirectly acquire
assets constituting all or substantially all of a product line or line of business of another Person; provided, however,
that with respect to any stock purchase transaction structured as a tender offer, such transaction has been approved by the board of directors
and/or shareholders (or comparable persons or groups) of the Company or such Subsidiary, as applicable, and such other Person.
“Act” means
the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).
“Additional
Commitment Lender” has the meaning specified in Section 2.18(d). “Additional Lender” has the meaning
specified in Section 2.15(b).
“Administrative
Agent” means PNC (or any of its designated branch offices or affiliates) in its capacity as administrative agent under any of
the Loan Documents, or any successor administrative agent.
“Administrative
Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account
as set forth on Schedule 11.02 with respect to such currency, or such other address or account with respect to such currency as
the Administrative Agent may from time to time notify to the Company and the Lenders.
“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
“Affected
Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate”
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified.
“Agent Parties”
has the meaning specified in Section 11.02(c).
“Agent-Related
Persons” means the Administrative Agent, together with its Affiliates (including, in the case of PNC, in its capacity as the
Administrative Agent, an Arranger and a Swing Line Lender), and the officers, directors, employees, agents and attorneys-in-fact of such
Persons and Affiliates.
“Aggregate
Commitments” means the Commitments of all the Lenders.
“Agreement” has the meaning specified in the introductory
paragraph hereto.
2
“Alternative
Currency” means each of Euro, Sterling, Yen and each other currency (other than Dollars) that is approved in accordance with
Section 1.07; provided that for each Alternative Currency, such requested currency is an Eligible Currency.
“Alternative
Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in
the applicable Alternative Currency as determined by the Administrative Agent in its sole reasonable discretion by reference to the applicable
Bloomberg page (or such other publicly available service for displaying exchange rates as reasonably determined by the Administrative
Agent from time to time), to be the exchange rate for the purchase of such Alternative Currency with Dollars on the date that is, (a)
with respect to Daily RFR Loans to which a Daily Simple RFR would apply, the applicable Daily Simple RFR Lookback Day, and (b) otherwise,
on the date which is two (2) Business Days immediately preceding the date of determination, or otherwise with respect to Loans to which
any other Interest Rate Option applies, the lookback date applicable thereto, in each case, prior to the date as of which the foreign
exchange computation is made; provided, however, that if no such rate is available, the “Alternative Currency Equivalent”
shall be determined by the Administrative Agent using any reasonable method of determination it deems appropriate in its sole discretion
(and such determination shall be conclusive absent manifest error).
“Alternative
Currency Sublimit” means, on any date of determination, an amount equal to $100,000,000 on such date. The Alternative
Currency Sublimit is part of, and not in addition to, the Revolving Credit Facility.
“Amendment
No. 2 Effective Date” means March 30, 2026.
“Applicable
Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.
“Applicable
Percentage” means (a) in respect of eitherthe
Three-Year Term Facility, with respect to any Three-Year Term
Lender at any time, the percentage (carried out to the ninth decimal place) represented by (i) at any time during the Term
Availability Period, such Three-Year Term Lender’s
Commitment of such Three-Year Term Facility at such time to the
Aggregate Commitments in respect of suchthe
Three-Year Term Facility at such time and (ii) thereafter, the principal amount of such Three-Year Term
Lender’s Three-Year Term Loans at such time to the
aggregate principal amount of Three-Year Term Loans outstanding
at such time in respect of suchthe
Three-Year Term Facility, and (b) in respect of
the 2026 Term Facility, with respect to any 2026 Term Lender at any time, the percentage (carried out to the ninth decimal place)
represented by the principal amount of such
2026 Term Lender’s 2026 Term Loans at such time to
the aggregate principal amount of 2026 Term Loans outstanding at such time in respect of the 2026 Term Facility, and (c) in
respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried
out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving
Credit Commitment at such time, in each case subject to adjustment as provided in Section 2.17. If the Commitment of each
Revolving Credit Lender to make Revolving Credit Loans, the Commitment of each Term Lender to make Term Loans and the obligation of
the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit
Commitments, Three-Year Term Loan Commitments or Eighteen Month2026
Term Loan Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of the Revolving
Credit Facility, or of each Term Lender in respect of the applicable Term Facility, as applicable, shall be determined based on the
Applicable Percentage of such Revolving Credit Lender or Term Lender, as applicable, in respect of the Revolving Credit Facility or
applicable Term Facility, as applicable, most recently in effect, giving effect to any subsequent assignments and to any
Lender’s status as a Defaulting Lender at the time of determination. The initial Applicable Percentage of each Lender in
respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable.
3
“Applicable
Rate” means, from time to time, for each Facility, the following percentages per annum, set forth opposite the Consolidated
Net Leverage Ratio determined as of the last day of the immediately preceding fiscal quarter:
Revolving Credit Facility
Term Loan Facilities
Pricing Level
Consolidated Net Leverage Ratio
Facility Fee
Term
SOFR
Loans / Daily RFR Loans / Letter of Credit Fee
Base Rate Loans
Tickin g Fee
Term SOFR Loans (Eighteen MonthThree
-Year Term Loan Facility)
Base Rate Loans
(Eighteen MonthThree
-Year Term Loan Facility)
Term SOFR
Loans (Three-Year2026 Term Loan Facility)
Base Rate Loans (Three-Year2026 Term Loan Facility)
1.
≤ 0.50 to 1.00
0.090 %
0.910 %
0.000 %
0.090 %
0.875 %
0.000 %
1.000 %
0.000 %
2.
> 0.50 to 1.00
0.110 %
1.015 %
0.015 %
0.110 %
1.000 %
0.000 %
1.125 %
0.125 %
but ≤ 1.25 to
1.00
3.
> 1.25 to 1.00
0.125 %
1.125 %
0.125 %
0.125 %
1.125 %
0.125 %
1.250 %
0.250 %
but ≤ 2.00 to
1.00
4.
> 2.00 to 1.00
0.150 %
1.225 %
0.225 %
0.150 %
1.250 %
0.250 %
1.375 %
0.375 %
but ≤ 2.75 to
1.00
5.
>2.75 to 1.00
0.200 %
1.425 %
0.425 %
0.200 %
1.500 %
0.500 %
1.625 %
0.625 %
Initially, the
Applicable Rate shall be Pricing Level 3. Thereafter, the Applicable Rate shall be determined and shall become effective as of the first
Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a), beginning with the
Compliance Certificate delivered with respect to the fiscal quarter ending September 26, 2025; provided, however, that if
a Compliance Certificate is not delivered when due in accordance with such Section, then, Pricing Level 5 shall apply as of the first
Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in
effect until the date on which such Compliance Certificate is delivered.
For the avoidance
of doubt, as used herein Pricing Level 1 shall be the highest Pricing Level and Pricing Level 5 shall be the lowest Pricing Level.
“Applicable
Revolving Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s
Applicable Percentage in respect of the Revolving Credit Facility at such time.
4
“Applicable
Time” means, with respect to any Borrowings and payments related to Revolving Credit Loans denominated in any Alternative Currency,
the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent to be necessary
for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.
“Applicant
Borrower” has the meaning specified in Section 2.14(a).
“Appropriate
Lender” means, at any time, (a) with respect to any Term Facility or the Revolving Credit Facility, a Lender that has a Commitment
with respect to such Facility or holds a Term Loan or a Revolving Credit Loan, respectively, at such time, (b) with respect to the Letter
of Credit Sublimit, (i) the L/C Issuers and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving
Credit Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding
pursuant to Section 2.04, the Revolving Credit Lenders.
“Approved
Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.
“Arrangers”
means each of (a) Truist Securities, Inc. and PNC Capital Markets LLC in its capacity as a joint lead arranger and joint bookrunner in
respect of the Commitments hereunder and (b) BofA Securities, Inc., BNP Paribas Securities
Corp., TD Bank, N.A., and U.S. Bank National Association in its capacity as a joint lead arranger
in respect of the relevant Commitments hereunder as
indicated on the cover
page hereof.
“Assignee
Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the
same investment advisor.
“Assignment
and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D or such other form (including
electronic documentation generated by use of an electronic platform) as the Administrative Agent and the Company may reasonably approve.
“Attorney
Costs” means all reasonable and documented out-of-pocket fees, expenses and disbursements of any law firm or other external
counsel.
“Attributable
Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that
would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Off Balance
Sheet Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet
of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capitalized Lease.
“Auto-Extension
Letter of Credit” has the meaning specified in Section 2.03(b). “Available Tenor” has the meaning
specified in Section 3.03(c)(vi).
“Availability
Period” means the Revolving Credit Availability Period or the Term Availability Period, as the context may require.
“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any
liability of an Affected Financial Institution.
5
“Bail-In
Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country
from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates (other than
through liquidation, administration or other insolvency proceedings).
“Base
Rate” means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Overnight Rate plus
1/2 of 1%, (b) the Prime Rate, (c) Term SOFR (for a one month Interest Period) plus 1.00% and (d) 1.00%. If the Base Rate is
being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses
(a), (b) and (d) above and shall be determined without reference to clause (c) above.
“Base
Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.
“Base
Rate Option” means the option of the Borrower to have Base Rate Loans bear interest at the rate and under the terms specified
in Section 2.02.
“Benchmark”
has the meaning specified in Section 3.03(c)(vi).
“Benchmark
Replacement” has the meaning specified in Section 3.03(c)(vi). “Benchmark Replacement Adjustment”
has the meaning specified in Section 3.03(c)(vi).
“Beneficial
Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.
“Beneficial
Ownership Regulation” means 31 C.F.R. § 1010.230.
“Benefit
Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b)
a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA
Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit
plan” or “plan”.
“BHC Act Affiliate”
has the meaning as specified in Section 11.23(b).
“Borrower”
and “Borrowers” each has the meaning specified in the introductory paragraph hereto.
“Borrower Materials”
has the meaning specified in Section 6.02.
“Borrowing”
means a Revolving Credit Borrowing, a Three-Year Term Loan Borrowing, a Eighteen Month2026
Term Loan Borrowing or a Swing Line Borrowing, as the context may require.
“Business
Day” means any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required
to be closed, or are in fact closed, for business in Pittsburgh, Pennsylvania (or, if otherwise, the Lending Office of the
Administrative Agent); provided that for purposes of any direct or indirect calculation or determination of, or when used in
connection with any interest rate settings, fundings, disbursements, settlements, payments, or other dealings with respect to any
(a) Term SOFR Loans, the term “Business Day” means any such day that is also a U.S. Government Securities Business Day;
and (b) Daily RFR Loan, the term “Business Day” means any such day that is also a Daily RFR Business Day.
6
“Capitalized
Leases” means all leases that have been or are required to be, in accordance with GAAP, recorded as finance leases.
“Cash
Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the
L/C Issuers or the applicable Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect
of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the L/C Issuers shall agree in their reasonable
discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative
Agent and the L/C Issuers. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds
of such cash collateral and other credit support.
“Cash
Equivalents” means, as at any date of determination, any of the following: (a) marketable securities (i) issued or directly
and unconditionally guaranteed as to interest and principal by the United States of America or (ii) issued by any agency of the United
States of America, in each case maturing within two years after such date; (b) marketable direct obligations issued by any State of the
United States of America or the District of Columbia or any political subdivision of any such State or District or any public instrumentality
thereof, in each case maturing within two years after such date and having, at the time of the acquisition thereof, a rating of at least
A-1 from S&P or at least P-1 from Moody’s; (c) commercial paper maturing no more than 270 days from the date of creation thereof
and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (d) certificates
of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any commercial bank organized
under the laws of the United States of America, any State thereof or the District of Columbia that (i) is at least “adequately capitalized”
(as defined in the regulations of its primary Federal banking regulator) and (ii) has Tier 1 capital (as defined in such regulations)
of not less than $1,000,000,000; (e) fully collateralized repurchase agreements with a term of not more than 30 days for securities described
in clause (a) above and entered into with a financial institution satisfying the criteria of clause (d) above; (f) shares of any money
market mutual fund that (i) has substantially all its assets invested continuously in the types of investments referred to in clauses
(a) through (d) above, (ii) has net assets of not less than $5,000,000,000 and (iii) has the highest rating obtainable from either S&P
or Moody’s; (g) in the case of any Foreign Subsidiary, other short-term investments that are analogous to the foregoing, are of
comparable credit quality and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes;
and (h) marketable corporate bonds for which an active trading market exists and price quotations are available, in each case maturing
within two years after such date and issued by Persons that are not Affiliates of the Company and where such Persons (i) in the case of
any such bonds maturing more than 12 months from the date of the acquisition thereof, have a long-term credit rating of at least AA- from
S&P or Aa3 from Moody’s or (ii) in the case of any such bonds maturing less than or equal to 12 months from the date of the
acquisition thereof, have a long-term credit rating of at least A+ from S&P or A1 from Moody’s, provided that the portfolio
of any such bonds included as Cash Equivalents at any time shall have a weighted average maturity of not more than 360 days.
“Change in
Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of
any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or
directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or
directives relating to capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to
Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or
implemented.
7
“Change of
Control” means an event or series of events by which:
(a) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
but excluding any employee benefit plan of the Company or its Subsidiaries, and any person or entity acting in its capacity as trustee,
agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership”
of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the
passage of time (such right, an “option right”)), directly or indirectly, of more than 50% of the equity securities of the
Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully diluted basis (and
taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or
(b) during
any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company
cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii)
whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above
constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose
election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i)
and (ii) above (or individuals previously approved under this clause (iii)) constituting at the time of such election or
nomination at least a majority of that board or equivalent governing body (in each case, with such approval either by a specific vote
or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director); provided,
that no Change of Control shall be deemed to occur (x) as a result of the Separation Transactions (including as a result of Fortive’s
ownership of the Company prior to the closing of the Separation Transactions) or as a result of any changes in the board of directors
of the Company in connection with, or occurring as a result of, the Separation Transactions or (y) as a result of the Fortive Payment.
“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Credit
Loans, Three-Year Term Loans or Eighteen Month2026
Term Loans.
“Closing
Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section
4.01 (or, in the case of Section 4.01(b), waived by the Person entitled to receive the applicable payment).
“Code”
means the Internal Revenue Code of 1986.
“Commitment”
means a Three-Year Term Loan Commitment, a Eighteen Month2026
Term Loan Commitment or a Revolving Credit Commitment, as the context may require.
8
“Communication”
means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement,
disclosure or authorization related to any Loan Document.
“Company”
has the meaning specified in the introductory paragraph hereto.
“Company
Guaranty” means the guaranty made by the Company in favor of the Administrative Agent and the Lenders, in respect of the Obligations
of the Designated Borrowers pursuant to Article X of this Agreement.
“Compliance
Certificate” means a certificate substantially in the form of Exhibit C.
“Conforming
Changes” means, with respect to Term SOFR, any Daily Simple RFR or any Benchmark Replacement in relation thereto, any technical,
administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business
Day,” the definition of “Interest Period,” the definition of “U.S. Government Securities Business Day,”
timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation
notices, the applicability and length of lookback periods, the applicability of breakage provisions, the day basis for calculating interest
for an agreed currency listed on Schedule 2.10, and other technical, administrative or operational matters) that the Administrative Agent
decides may be appropriate to reflect the adoption and implementation of the Term SOFR, any Daily Simple RFR or such Benchmark Replacement
and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if
the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative
Agent determines that no market practice for the administration of the Term SOFR, any Daily Simple RFR or the Benchmark Replacement exists,
in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration
of this Agreement and the other Loan Documents).
“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.
“Consolidated
Assets” means the aggregate of all assets of the Company and its Subsidiaries (including the value of all existing sale and
leaseback transactions and any assets resulting from the capitalization of other long-term lease obligations in accordance with GAAP),
appearing on the most recent available consolidated balance sheet of the Company and its Subsidiaries at their net book values, after
deducting related depreciation, amortization and other valuation reserves, all prepared in accordance with GAAP.
“Consolidated
Current Liabilities” means the aggregate of the current liabilities of the Company and its Subsidiaries appearing on the most
recent available consolidated balance sheet of the Company and its Subsidiaries, all in accordance with GAAP. In no event shall Consolidated
Current Liabilities include any current maturities of long-term debt or any obligations under Capitalized Leases, in each case, of the
Company or any of its Subsidiaries.
9
“Consolidated
EBITDA” means, at any date of determination, an amount equal to Consolidated Net Income for the most recently completed
Measurement Period, plus (a) the following to the extent reflected in calculating such Consolidated Net Income, (i)
Consolidated Interest Charges for such period, (ii) income tax expense for such period, (iii) depreciation expense for such period,
(iv) amortization expense for such period, (v) non-cash impairment charges for such period, (vi) non-cash non-operating expenses for
such period, (vii) non-cash equity compensation expenses for such period, (viii) cash or non-cash charges, including legal and
advisor fees and other transaction expenses, incurred in connection with permitted Acquisitions or financing transactions for such
period, (ix) the net income (or loss) with respect to discontinued operations of the Company or any Subsidiaries during such period,
(x) other non-recurring or unusual expenses of the Company and its Subsidiaries reducing such Consolidated Net Income which do not
represent a cash item in such period or any future period, (xi) restructuring costs and legal charges incurred by the Company and
its Subsidiaries in connection with the Separation Transactions and the Fortive Payment and (xii) cash or non-cash charges,
including legal and advisor charges and other transaction expenses incurred in connection with Dispositions permitted under Section
7.08 incurred by the Company and its Subsidiaries, provided that the aggregate amount, without duplication, available to
be added back pursuant to clauses (xi) and (xii) shall not exceed 10% of Consolidated EBITDA for such period, and minus
(b) the following to the extent reflected in calculating Consolidated Net Income: (i) Federal, state, local and foreign income tax
credits of the Company and its Subsidiaries for such period and (ii) all non-cash items that are both non-operating and
non-recurring increasing Consolidated Net Income for such period but excluding such items in respect of which cash was received in a
prior period or will be received in a future period.
Notwithstanding
the foregoing, for each of the fiscal quarters set forth in the table below, Consolidated EBITDA shall, in each case, be deemed to be
the amount set forth below opposite such period:
Fiscal Quarter ended March 28, 2025
$ 107,838,000
Fiscal Quarter ended December 31, 2024
$ 147,936,000
Fiscal Quarter ended September 27, 2024
$ 146,558,000
Fiscal Quarter ended June 28, 2024
$ 139,931,000
“Consolidated
Interest Charges” means, for any Measurement Period, the sum, without duplication, of (a) all interest, premium payments, debt
discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with
the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) to the extent not otherwise
included in clause (a) above, all interest expense (income) with respect to discontinued operations and (c) the portion of rent
expense under Capitalized Leases that is treated as interest in accordance with GAAP, in each case, of or by the Company and its Subsidiaries
on a consolidated basis for the most recently completed Measurement Period. For purposes of the foregoing, interest expense shall be determined
after giving any effect to any net payments made or received by the Company or any Subsidiary with respect to interest rate Swap Contracts.
“Consolidated
Net Assets” means Consolidated Assets after deduction of Consolidated Current Liabilities.
10
“Consolidated
Net Funded Indebtedness” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated
basis, the sum, without duplication, of (a) the outstanding principal amount of all obligations, whether current or long-term, for
borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other
similar instruments, plus (b) Attributable Indebtedness in respect of Capitalized Leases, plus (c) without
duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) and (b)
above of Persons other than the Company or any Subsidiary minus (d) one hundred percent (100%) of the unencumbered and
unrestricted cash and Cash Equivalents of the Company and its Subsidiaries held in the United
States, minus (e) eighty-five percent (85%) of the unencumbered and unrestricted cash and
Cash Equivalents of the Company and its
Subsidiaries held outside of the United States; provided, that (i) if the Company or any Subsidiary delivers
or causes to be delivered an irrevocable repayment or redemption notice that results in Indebtedness in the form of debt securities
being due and payable in full not later than 30 days after such repayment or redemption notice has been delivered and deposits cash
with or for the benefit of the trustee or holders of such Indebtedness to fund such repayment or redemption in full, then such
Indebtedness shall be considered repaid or redeemed (it being understood that if any applicable deposit is returned and the
corresponding Indebtedness is not repaid or redeemed, but remains outstanding, such Indebtedness shall no longer be considered
repaid or redeemed), and (ii) if the Company or any Subsidiary commences a tender offer to repurchase Indebtedness (the
“Repurchased Indebtedness”) and will be obligated to repurchase such Indebtedness for payment in full, together
with accrued and unpaid interest thereon, after the satisfaction or waiver of any conditions of such tender offer, and in connection
therewith issues Indebtedness in the form of debt securities (the “New Indebtedness”) the proceeds of which are
to be used to repurchase the Repurchased Indebtedness within 30 days of issuance of such New Indebtedness (the
“Period”), then to the extent, and solely so long as, the Company or any Subsidiary either holds the proceeds of
such New Indebtedness in escrow pursuant to customary arrangements, or otherwise sets aside the proceeds of such New Indebtedness in
Dollars to fund such repurchase of Repurchased Indebtedness, then the amount of such New Indebtedness shall be deemed for the
purpose of this definition to be reduced by the amount of the proceeds thereof that are so held in escrow or set aside (solely to
the extent and for so long as so held or set aside, and not for the avoidance of doubt to the extent applied to repurchase the
Repurchased Indebtedness or applied for any other purpose other than the repayment of the New Indebtedness); provided, further,
that upon the end of the Period, the deemed reduction of the New Indebtedness described above shall no longer apply.
“Consolidated
Net Income” means, at any date of determination, the net income (or loss) of the Company and its Subsidiaries on a consolidated
basis for the most recently completed Measurement Period in accordance with GAAP.
“Consolidated Net
Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Net Funded Indebtedness as of such
date to (b) Consolidated EBITDA for the most recently completed Measurement Period.
“Contractual
Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or
other undertaking to which such Person is a party or by which it or any of its property is bound.
“Contribution”
means the contribution of substantially all the assets and liabilities of Fortive’s Precision Technologies Business to the Company
and/or its Subsidiaries in exchange for cash and stock in accordance with the terms of the Separation Agreement.
“Contribution
Date” means the date upon which the Contribution occurs.
“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
“Controlling”
and “Controlled” have meanings correlative thereto.
“Covered Entity” has the meaning specified in
Section 11.23(b).
11
“Covered Party”
has the meaning as specified in Section 11.23(a).
“Credit Extension”
means each of the following: (a) a Borrowing and (b) a L/C Credit Extension.
“Currency” means Dollars or any Alternative
Currency and “Currencies” shall mean, collectively, Dollars and each Alternative Currency.
“Daily
RFR Adjustment” means with respect to Daily RFR Loans, the applicable adjustment set forth in the table below:
RFR
Daily
RFR Adjustment
€STR
0.0456 %
SONIA
0.0326 %
TONAR
-0.02923 %
“Daily
RFR Administrator” means the SONIA Administrator, the €STR Administrator, or the TONAR Administrator, as applicable.
“Daily
RFR Administrator Website” means the SONIA Administrator Website, the €STR Administrator Website, or the TONAR Administrator
Website, as applicable.
“Daily
RFR Business Day” means as applicable, for any Obligations, interest, fees, commissions or other amounts denominated in, or
calculated with respect to (a) Euro, a TARGET Day, (b) Sterling, a day on which banks are open for general business in London, and (c)
Yen, a day on which banks are open for general business in Japan.
“Daily
RFR Day” has the meaning specified in the definition of “Daily Simple RFR”. “Daily RFR Loan”
means a Loan that bears interest at a rate based on a Daily Simple RFR.
“Daily
Simple RFR” means, for any day (a “Daily RFR Day”), a rate per annum determined by the Administrative Agent
(rounded upwards, at the Administrative Agent’s discretion, to the nearest 1/100 of 1%) equal to, for any Obligations, interest,
fees, commissions or other amounts denominated in, or calculated with respect to:
(a) Sterling,
SONIA for the day (such day, adjusted as applicable as set forth herein, the “SONIA Lookback Day”) that is two (2)
Business Days prior to (i) if such Daily RFR Day is a Business Day, such Daily RFR Day or (ii) if such Daily RFR Day is not a Business
Day, the Business Day immediately preceding such Daily RFR Day, in each case, as such SONIA is published by the SONIA Administrator on
the SONIA Administrator’s Website plus the applicable Daily RFR Adjustment;
(b) Euro,
€STR for the day (such day, adjusted as applicable as set forth herein, the “€STR Lookback Day”) that is
two (2) Business Days prior to (i) if such Daily RFR Day is a Business Day, such Daily RFR Day or (ii) if such Daily RFR Day is not a
Business Day, the Business Day immediately preceding such Daily RFR Day, in each case, as such €STR is published by the €STR
Administrator on the €STR Administrator’s Website plus the applicable Daily RFR Adjustment;
(c) Yen, TONAR for the day
(such day, adjusted as applicable as set forth herein, the “TONAR Lookback Day”) that is two (2) Business Days
prior to (i) if such Daily RFR Day is a Business Day, such Daily RFR Day or (ii) if such Daily RFR Day is not a Business Day, the
Business Day immediately preceding such Daily RFR Day, in each case, as such TONAR is published by the TONAR Administrator on the
TONAR Administrator’s Website plus the applicable Daily RFR Adjustment;
12
provided,
that if by 5:00 pm (local time for the applicable Daily Simple RFR) on the second (2nd) Business
Day immediately following any Daily Simple RFR Lookback Day, the RFR in respect of such Daily Simple RFR Lookback Day has not been published
on the applicable Daily RFR Administrator’s Website and a Benchmark Replacement Date with respect to the applicable Daily Simple
RFR has not occurred, then the RFR for such Daily Simple RFR Lookback Day will be the RFR as published in respect of the first preceding
Business Day for which such RFR was published on the Daily RFR Administrator’s Website; provided, further, that any
RFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple RFR for no more than three (3)
consecutive Daily RFR Days; provided, further, that if the Daily Simple RFR as determined above would be less than zero
percent, such rate shall be deemed to be zero percent for purposes of this Agreement.
The Daily Simple
RFR for each outstanding Daily RFR Loan shall be adjusted automatically as of the effective date of any change in the applicable RFR without
notice to the Borrower. Determination by Administrative Agent of the Daily Simple RFR shall be deemed conclusive absent manifest error.
“Daily
Simple RFR Lookback Days” means, collectively, the SONIA Lookback Day, €STR Lookback Day and TONAR Lookback Day, and each
individually is a Daily Simple RFR Lookback Day.
“Daily
Simple RFR Option” means the option of the Company to have Revolving Credit Loans that are Daily RFR Loans bear interest at
the rate and under the terms specified in Section 2.02.
“Daily
Simple SOFR” means, for any day (a “SOFR Rate Day”), the interest rate per annum determined by the Administrative
Agent (rounded upwards, at the Administrative Agent’s discretion, to the nearest 1/100th of 1%) equal to SOFR for the day (the “SOFR
Determination Date”) that is two (2) Business Days prior to (a) such SOFR Rate Day if such SOFR Rate Day is a Business Day or
(b) the Business Day immediately preceding such SOFR Rate Day if such SOFR Rate Day is not a Business Day, in each case, as such SOFR
is published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website
of the Federal Reserve Bank of New York, at http://www.newyorkfed.org, or any successor source identified by the Federal Reserve Bank
of New York or its successor administrator for the secured overnight financing rate from time to time. If Daily Simple SOFR as determined
above would be less than zero percent, then Daily Simple SOFR shall be deemed to be zero percent. If SOFR for any SOFR Determination Date
has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the second Business Day
immediately following such SOFR Determination Date, then SOFR for such SOFR Determination Date will be SOFR for the first Business Day
preceding such SOFR Determination Date for which SOFR was published in accordance with the definition of “SOFR”; provided
that SOFR determined pursuant to this sentence shall be used for purposes of calculating Daily Simple SOFR for no more than three (3)
consecutive SOFR Rate Days. If and when Daily Simple SOFR as determined above changes, any applicable rate of interest based on Daily
Simple SOFR will change automatically without notice to the Borrower, effective on the date of any such change.
“Debtor
Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
13
“Default”
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.
“Default
Rate” means an interest rate equal to (a) the Base Rate (including any Applicable Rate) plus (b) 2% per annum; provided,
however, that with respect to a Term SOFR Loan or Daily RFR Loan, the Default Rate shall be an interest rate equal to the interest
rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case, to the fullest extent permitted
by Applicable Laws.
“Default Right”
has the meaning as specified in Section 11.23(b).
“Defaulting
Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund any portion of its Loans
required to be funded by it hereunder within two (2) Business Days of the date required to be funded by it hereunder unless such
Lender, acting reasonably and in good faith, notifies the Administrative Agent and the Company in writing that such failure is the
result of such Lender’s determination that one or more conditions precedent to funding has not been satisfied (specifically
identified and including the particular default, if any) or unless such failure has been cured, or (ii) pay to the Administrative
Agent, the L/C Issuers, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in
respect of its participation in Letters of Credit or Swing Line Loans) within two (2) Business Days of the date when due, (b) has
notified the Company, the Administrative Agent or any other Lender that it does not intend to comply with its funding obligations
unless such Lender notifies the Administrative Agent and the Company in writing that such failure is the result of such
Lender’s determination, acting reasonably and in good faith, that one or more conditions precedent to funding has not been
satisfied (specifically identified and including the particular default, if any) or has made a public statement to that effect with
respect to its funding obligations hereunder or generally under other agreements in which it commits to extend credit, (c) has
otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder
within one (1) Business Day of the date when due, unless the subject of a good faith dispute unless such failure has been cured, (d)
has failed, within three (3) Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the
Administrative Agent that it will comply with its funding obligations (provided that such Lender shall cease to be a
Defaulting Lender pursuant to this clause (d) upon receipt of such written confirmation by the Administrative Agent and the
Company) or (e)(i) has become or is insolvent or has a parent company that has become or is insolvent, (ii) has become the subject
of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken
any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has
a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee
or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence
in any such proceeding or appointment, or (iii) has become the subject of a Bail-In Action. Notwithstanding anything to the contrary
above, a Lender will not be a Defaulting Lender solely by virtue of the ownership or acquisition of any capital stock in such Lender
or its parent company by any Governmental Authority so long as such ownership interest does not result in or provide such Lender
with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment
on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or
agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one
or more of clauses (a) through (e) above, and of the effective date of such status, shall be conclusive and binding
absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b)) as of the date
established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the
Administrative Agent to the Company, the L/C Issuers, the Swing Line Lender and each other Lender promptly following such
determination.
14
“Designated
Affiliate” has the meaning specified in Section 11.07(i).
“Designated
Borrower” has the meaning specified in the introductory paragraph hereto.
“Designated Borrower Notice” has
the meaning specified in Section 2.14(a).
“Designated
Borrower Request and Assumption Agreement” has the meaning specified in Section 2.14(a).
“Designated
Jurisdiction” means any country, region or territory to the extent that such country, region or territory itself is the target
of any Sanction.
“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions
and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction),
including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights
and claims associated therewith. The term “Disposition” shall not include (a) any issuance of Equity Interests or (b) any
cash payments otherwise permitted by this Agreement.
“Dividing Person”
has the meaning specified in the definition of “Division.”
“Division”
means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more
Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person
and pursuant to which the Dividing Person may or may not survive.
“Documentation
Agents” means Bank of America, N.A., BNP Paribas, TD Bank, N.A., and U.S. Bank National Association.
“Dollar”
and “$” mean lawful money of the United States.
“Dollar
Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount,
(b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars determined by using the rate of exchange
for the purchase of Dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative
Agent) by the applicable Bloomberg source (or such other publicly available source for displaying exchange rates as determined by the
Administrative Agent from time to time) on date that is the applicable Daily Simple RFR Lookback Day (for amounts relating to Daily RFR
Loans denominated in an Alternative Currency to which a Daily Simple RFR would apply) immediately preceding the date of determination
(or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined
by the Administrative Agent using any method of determination it deems appropriate in its sole discretion) and (c) if such amount is denominated
in any other currency, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination
it deems appropriate in its sole discretion. Any determination by the Administrative Agent pursuant to clauses (b) or (c)
above shall be conclusive absent manifest error.
15
“Domestic
Subsidiary” means any Subsidiary organized under the laws of the United States, a State thereof or the District of Columbia.
“EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject
to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution
described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary
of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its
parent.
“EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA
Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Effective
Date” has the meaning specified in Section 2.18(a).
“Eighteen
Month Term
Loan” means an advance made by any Eighteen
Month Term
Loan Lender under the Eighteen
Month Term Loan Facility.
“Eighteen
Month Term
Loan Borrowing” means a borrowing consisting of simultaneous Eighteen
Month Term
Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period made by each of the
Eighteen
Month Term
Loan Lenders pursuant to Section 2.01(c).
“Eighteen
Month Term
Loan Commitment” means,
as to each Eighteen Month
Term Loan Lender,
its obligation to make Eighteen
Month Term
Loans in Dollars to the Company pursuant to Section 2.01(c) in an aggregate principal amount at any one time outstanding not to exceed
the amount set forth opposite such Eighteen
Month Term
Loan Lender’s name on Schedule 2.01 under the caption “Eighteen
Month Term Loan
Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Eighteen
Month Term Loan
Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
“Eighteen
Month Term
Loan Exposure” means, as to any Lender at any time, the aggregate Outstanding Amount at such time of its Eighteen
Month Term
Loans; provided that at any time prior to the making of the Eighteen Month Term Loans, the Eighteen
Month Term
Loan Exposure of any Lender shall be equal to such Lender’s Eighteen
Month Term
Loan Commitment.
“Eighteen
Month Term
Loan Facility” means, at any time, (a)
during the Term Availability Period, the aggregate amount
of the Eighteen Month Term
Loan Commitments at
such time and(b) thereafter,
the aggregate
principal amount of the Eighteen
Month Term
Loans of all Eighteen Month
Term Loan Lenders
outstanding at such time.
“Eighteen
Month Term
Loan Lender” means (a)
at any time
during the Term Availability
Period, any Lender that has an Eighteen Month Term Loan Commitment at such time and (b) at any time after the Term Availability Period,
any
Lender that holds Eighteen
Month Term
Loans at such time.
16
“Eighteen
Month Term Loan Note” means a promissory note
made by the Company in favor of an Eighteen Month Term
Loan Lender evidencing Eighteen Month Term
Loans made by such Eighteen Month Term
Loan Lender, substantially in the form of Exhibit B-1.
“Electronic
Copy” shall have the meaning specified in Section 11.21.
“Electronic
Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006.
“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Section 11.07(b)(iii), (v) and
(vii) (subject to such consents, if any, as may be required under Section 11.07(b)(iii)).
“Eligible
Currency” means any lawful currency other than Dollars that is readily available, freely transferable and convertible into Dollars
in the international interbank market available to the Lenders in such market and as to which a Dollar Equivalent may be readily calculated.
If, after the designation by the Lenders of any currency as an Alternative Currency (or if, with respect to any currency that constitutes
an Alternative Currency on the Closing Date, after the Closing Date), any change in currency controls or exchange regulations or any change
in the national or international financial, political or economic conditions are imposed in the country in which such currency is issued,
result in, in the reasonable opinion of the Administrative Agent (in the case of any Revolving Credit Loans to be denominated in an Alternative
Currency), (a) such currency no longer being readily available, freely transferable and convertible into Dollars, (b) a Dollar Equivalent
is no longer readily calculable with respect to such currency, (c) providing such currency being impracticable for the Lenders or (d)
such currency no longer being currency in which the Required Lenders are willing to make such extension of credit (each of clauses
(a), (b), (c), and (d) a “Disqualifying Event”), then the Administrative Agent shall promptly
notify the Lenders and the Company, and such country’s currency shall no longer be an Alternative Currency until such time as the
Disqualifying Event(s) no longer exist(s). Within five (5) Business Days after receipt of such notice from the Administrative Agent, the
Borrowers shall repay all Loans in such currency to which the Disqualifying Event applies or convert such Loans into the Dollar Equivalent
of Loans in Dollars, subject to the other terms contained herein.
“Environmental
Laws” means any and all applicable Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and
the protection of the environment or the release of any materials into the environment, including those related to hazardous substances
or wastes, air emissions and discharges to waste or public systems.
“Equity
Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests
in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock
of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital
stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such
Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership,
member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests
are outstanding on any date of determination; provided that Equity Interests shall not include stock options, restricted stock
units, restricted shares or other awards granted under any equity compensation plan of the Company; provided further that Indebtedness
convertible or exchangeable into Equity Interests shall not be deemed to be Equity Interests unless and until such Indebtedness is so
converted or exchanged.
17
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
“ERISA
Affiliate” means, as of any date of determination, any trade or business (whether or not incorporated) that, as of such date
of determination, is under common control with the Company within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m)
and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
“ERISA
Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any ERISA Affiliate
from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer”
as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA;
(c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer
Plan is insolvent; (d) the filing of a notice of intent to terminate or the treatment of a Pension Plan amendment as a termination under
Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan (other than a Multiemployer
Plan) or, to the knowledge of the Company, a Multiemployer Plan; (f) any event or condition which constitutes grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension
Plan (other than a Multiemployer Plan) or, to the knowledge of the Company, a Multiemployer Plan is considered an at-risk plan or a plan
in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or
(h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Company or any ERISA Affiliate (where, for Multiemployer Plans, the occurrence of an imposition is to the knowledge of
the Company); provided that with respect to a Pension Plan or Multiemployer Plan in which neither any Borrower nor any Subsidiary
is a participating or contributing employer, clauses (a) through (h) shall be to the knowledge of the Company.
“€STR”
means a rate equal to the Euro Short Term Rate as administered by the €STR Administrator.
“€STR
Administrator” means the European Central Bank (or any successor administrator of the Euro Short Term Rate selected by the Administrative
Agent in its reasonable discretion).
“€STR Administrator’s
Website” means the European Central Bank’s website, at http://www.ecb.europa.eu, or any successor source for the Euro
Short Term Rate identified as such by the €STR Administrator from time to time.
“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person),
as in effect from time to time.
“Euro”
and “€” mean the single currency of the Participating Member States.
“Event of Default” has
the meaning specified in Section 8.01.
“Existing
Maturity Date” has the meaning specified in Section 2.18(a).
18
“Excluded
Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on
amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a
law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an
assignment request by the Company under Section 3.06(b)) or (ii) such Lender changes its Lending Office, except in each case
to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office,
(c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(g) and (d) any U.S. federal withholding
Taxes imposed pursuant to FATCA.
“Extended
Letter of Credit” has the meaning specified in Section 2.03(d). “Extending Lender” has the meaning
specified in Section 2.18(e).
“Facility”
means the Three-Year Term Loan Facility, the Eighteen Month2026
Term Loan Facility or the Revolving Credit Facility, as the context may require.
“FASB
ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.
“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any
agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, official rules or practices
adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections
of the Code.
“Federal
Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s
federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set
forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York
as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate
shall be zero.
“Fee Letters”
means, collectively, (a) that certain upfront fee letter dated as of April 25, 2025 among the Company, PNC Capital Markets LLC and Truist
Securities, Inc., (b) that certain upfront fee letter dated as of March 6,
2026 among the Company and PNC
Bank, National Association and (c) those certain other individual fee letters among the Company, each Arranger and any Affiliates
party thereto.
“Finance
Subsidiary” means any Subsidiary, whether now existing or hereafter created or acquired, (a) of which at least ninety percent
(90%) of all of the issued and outstanding voting and beneficial Equity Interests are owned, directly or indirectly, by the Company; (b)
that has no material assets, operations, revenues or cash flows other than those related to the incurrence, administration and repayment
of Indebtedness; and (c) whose Indebtedness is guaranteed by the Company.
“Fitch”
means Fitch Ratings, Inc. and any successor thereto. “Foreign Lender” means a Lender that is not a U.S. Person.
19
“Foreign
Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State thereof
or the District of Columbia.
“Fortive”
means Fortive Corporation, a Delaware corporation.
“Fortive
Payment” means the direct or indirect funding of dividends, distributions or other payments payable to Fortive and/or its Subsidiaries
in connection with the Separation Transactions on the Closing Date or thereafter.
“FRB”
means the Board of Governors of the Federal Reserve System of the United States. “Fronting Exposure” means, at
any time there is a Defaulting Lender, (a) with respect to the L/C Issuers, such Defaulting Lender’s Applicable Percentage of
the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has
been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line
Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans made by the Swing Line Lender other than Swing Line
Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with
the terms hereof.
“Fund”
means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its activities.
“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are
applicable to the circumstances as of the date of determination, consistently applied, except as otherwise provided in Section 1.03.
“Governmental
Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including the Financial Conduct Authority,
the Prudential Regulation Authority and any supra-national bodies such as the European Union or the European Central Bank).
“Granting
Lender” has the meaning specified in Section 11.07(g).
“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other monetary obligation payable by another Person (the “primary obligor”) in any
manner, whether directly or indirectly, and including any monetary obligation of such Person, direct or indirect, (i) to purchase or
pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or
lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary
obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as
to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of
assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing
any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is
assumed by such Person. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of
the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term
“Guarantee” as a verb has a corresponding meaning.
20
“Guaranteed
Obligations” has the meaning specified in Section 10.01.
“HMT” has the meaning specified in the definition
of “Sanctions.”
“Increase
Effective Date” has the meaning assigned to such term in Section 2.15(c).
“Incremental Increases”
has the meaning assigned to such term in Section 2.15(a).
“Incremental Term Loan” has the meaning assigned to
such term in Section 2.15(a).
“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities
in accordance with GAAP:
(a) all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;
(b) all
direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances,
bank guaranties, surety bonds and similar instruments;
(c) net obligations of such Person under any Swap Contract;
(d) all
non-contingent obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable
in the ordinary course of business);
(e) indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising
under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person
or is limited in recourse;
(f) Capitalized Leases and Off Balance Sheet Obligations; and
(g) all Guarantees of such Person in respect of any of the foregoing.
For all purposes hereof,
the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is
itself a corporation or limited liability company or similar limited liability entity organized under the laws of a jurisdiction other
than the United States or a state thereof) in which such Person is a general partner or a joint venturer, unless such Indebtedness is
expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be
the Swap Termination Value thereof as of such date. The amount of any Capitalized Leases or Off Balance Sheet Obligation as of any date
shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.
21
“Indemnified
Liabilities” has the meaning specified in Section 11.05(a).
“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any
obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other
Taxes.
“Indemnitees” has the meaning specified in Section 11.05(a).
“Information” has
the meaning specified in Section 11.08.
“Initial
Spin-Off Date” means the earliest date upon which an initial public offering of the Company, spin-off or split-off of the Company
from Fortive, or other distribution by Fortive to its shareholders of all or a portion of the equity interest in the Company then owned
by Fortive shall have occurred in accordance with the terms of the Separation Agreement.
“Interest
Payment Date” means, (a) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June,
September and December and the Maturity Date, (b) as to any Daily RFR Loan, the last Business Day of each March, June, September and December
and the Maturity Date, and (c) as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the Maturity
Date; provided, however, that if any Interest Period for a Term SOFR Loan exceeds three months, the respective dates that
fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates.
“Interest
Period” means, as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to
or continued as a Term SOFR Loan and ending on the date one, three or six months thereafter (in each case, subject to availability for
the interest rate applicable to the relevant currency), as selected by the applicable Borrower in its Loan Notice; provided that:
(a) any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless,
in the case of a Term SOFR Loan such next succeeding Business Day falls in another calendar month, in which case such Interest Period
shall end on the immediately preceding Business Day;
(b) any
Interest Period pertaining to a Term SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there is
no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar
month at the end of such Interest Period; and
(c) no Interest Period shall extend beyond the applicable Maturity Date.
“Interest
Rate Option” means any Daily Simple RFR Option, the Term SOFR Rate Option, the Base Rate Option, or such other applicable interest
rate option provided pursuant to Section 1.07 or Section 3.03(c).
“Interim
Financial Statements” means the following carve-out financial statements, including the notes thereto, included in the Company’s
Registration Statement on Form 10 filed on May 5, 2025 with the SEC: (i) the unaudited combined condensed balance sheet as of March 28,
2025 and (ii) the related unaudited combined condensed statements of earnings, unaudited combined condensed statements of changes in parent’s
equity and unaudited combined statements of cash flows, in each case, for the fiscal quarter ended March 28, 2025.
22
“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other
acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership
or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other
Person, or (c) the purchase or other acquisition (in one transaction or a series of related transactions) of assets of another Person
that constitute a business unit.
“IRS”
means the United States Internal Revenue Service.
“ISP”
means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may
be in effect at the applicable time).
“Issuer
Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and
instrument entered into by any L/C Issuer and a Borrower (or any Subsidiary) or in favor of such L/C Issuer and relating to such Letter
of Credit.
“Judgment
Currency” has the meaning as specified in Section 11.17.
“Laws”
means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties,
requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having
the force of law, including, without limitation all Environmental Laws.
“L/C
Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing
in accordance with its Applicable Revolving Credit Percentage. All L/C Advances shall be denominated in Dollars.
“L/C
Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on
the date when made or refinanced as a Revolving Credit Borrowing. All L/C Borrowings shall be denominated in Dollars.
“L/C
Commitment” means, with respect to each L/C Issuer, the commitment of such L/C Issuer to issue Letters of Credit hereunder.
The initial amount of each L/C Issuer’s Letter of Credit Commitment is set forth on Schedule 2.01, or if an L/C Issuer has
entered into an Assignment and Assumption or has otherwise assumed a Letter of Credit Commitment after the Closing Date, the amount set
forth for such L/C Issuer as its Letter of Credit Commitment in the Register maintained by the Administrative Agent. The Letter of Credit
Commitment of an L/C Issuer may be modified from time to time by agreement between such L/C Issuer and the Company, and notified to the
Administrative Agent.
“L/C Credit
Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the
increase of the amount thereof.
“L/C
Disbursement” means a payment made by an L/C Issuer pursuant to a Letter of Credit.
23
“L/C Issuer” means
each of PNC, Truist Bank, Bank of America, N.A., BNP Paribas, TD Bank, N.A. and U.S. Bank National Association (in each case,
through itself or through one of its designated Affiliates or branch offices), in its capacity as issuer of Letters of Credit
hereunder. Any L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such L/C
Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by
such Affiliate. Each reference herein to the “L/C Issuer” in connection with a Letter of Credit or other matter shall be
deemed to be a reference to the relevant L/C Issuer with respect thereto.
“L/C
Obligations” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time,
including any automatic or scheduled increases provided for by the terms of such Letters of Credit, determined without regard to whether
any conditions to drawing could be met at that time, plus (b) the aggregate amount of all Unreimbursed Amounts, including all L/C
Borrowings. The L/C Obligations of any Revolving Credit Lender at any time shall be its Applicable Percentage of the total L/C Obligations
at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any
amount may still be drawn thereunder by reason of the operation of Article 29(a) of the UCP or Rule 3.13 or Rule 3.14 of the ISP or similar
terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be
deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations
of the Borrowers and each Revolving Credit Lender shall remain in full force and effect until the L/C Issuers and the Revolving Credit
Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of
Credit.
“Lender”
has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.
“Lender
Party” means the Administrative Agent, each Lender, each L/C Issuer and the Swing Line Lender.
“Lending
Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative
Questionnaire, or such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent, which
office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context
otherwise requires each reference to a Lender shall include its applicable Lending Office.
“Letter
of Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation
thereunder.
“Letter
of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from
time to time in use by the applicable L/C Issuer.
“Letter of
Credit Fee” has the meaning specified in Section 2.03(j).
“Letter
of Credit Report” means a Letter of Credit Report in a form supplied by the Administrative Agent.
“Letter
of Credit Sublimit” means an amount equal to $75,000,000. The Letter of Credit Sublimit is part of, and not in addition to,
the Revolving Credit Facility.
24
“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or
preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or
nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially
the same economic effect as any of the foregoing).
“Limited
Conditionality Acquisition” means any Acquisition that (a) is not prohibited hereunder, (b) is financed in whole or in
part with a substantially concurrent incurrence of Indebtedness, and (c) is not conditioned on the availability of, or on obtaining,
third-party financing.
“Loan”
means an extension of credit by a Lender to a Borrower under Article II in the form of a Three-Year Term Loan, a Revolving Credit
Loan, a Eighteen Month2026
Term Loan or a Swing Line Loan.
“Loan
Documents” means this Agreement (including the Company Guaranty and schedules and exhibits hereto), each Designated Borrower
Request and Assumption Agreement, each Note, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant
to the provisions of Section 2.16, each Request for Credit Extension and each Fee Letter and any amendments, modifications or supplements
hereto or to any other Loan Document or waivers hereof or to any other Loan Document.
“Loan
Notice” means a notice of (a) a Three-Year Term Loan Borrowing, (b) a Eighteen Month2026
Term Loan Borrowing, (c) a Revolving Credit Borrowing, (d) a conversion of Loans from one Type to the other, or (e) a continuation of
Term SOFR Loans pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A-1 or such other form
as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall
be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Company and, if applicable,
any Designated Borrower.
“Loan
Parties” means, collectively, the Company and each Designated Borrower, and “Loan Party” means any one of them individually.
“Margin
Regulations” means Regulations T, U and X of the FRB.
“Margin Stock” has the meaning specified in the Margin
Regulations.
“Material Adverse
Effect” means (a) a material adverse change in, or a material adverse effect upon, the business, assets, liabilities
(actual or contingent), operations or financial condition of the Company and its Subsidiaries taken as a whole; (b) a material
impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party with respect
to the Facilities; (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan
Party of any Loan Document to which it is a party with respect to the Facilities; or (d) a material adverse effect upon the rights
and remedies of the Administrative Agent or any Lender under any Loan Document; provided, that for the avoidance of doubt
neither the Separation Transactions nor the Fortive Payment (nor any aspect of any of the foregoing), either individually or taken
together, shall be deemed to give rise to a Material Adverse Effect pursuant to clause (a) above.
“Maturity
Date” means (a) for the Revolving Credit Facility, May 15, 2030 (subject to extension (in the case of each Revolving Credit
Lender consenting thereto) as provided in Section 2.18), (b) for the Three-Year Term Loan Facility, the date that is three (3)
years after the initial Borrowing under the Three-Year Term Loan Facility and (c) for the Eighteen Month2026
Term Loan Facility, the date that is eighteen (18) months after the initial Borrowing under the Eighteen
Month Term Loan FacilityMarch 30, 2029; provided,
however, that if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.
25
“Measurement
Period” means, at any date of determination, the most recently completed four fiscal quarters of the Company then ended or then
most recently ended as the case may be.
“Minimum
Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an
amount equal to 105% of the Fronting Exposure of the L/C Issuers with respect to Letters of Credit issued and outstanding at such time
and (b) otherwise, an amount determined by the Administrative Agent and the L/C Issuers in their reasonable discretion.
“Moody’s”
means Moody’s Ratings and any successor thereto.
“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Company or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
“Multiple
Employer Plan” means a Plan which has two or more contributing sponsors (including the Company or any ERISA Affiliate) at least
two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.
“New Indebtedness”
has the meaning specified in the definition of “Consolidated Net Funded Indebtedness.”
“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders
or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders.
“Non-Defaulting Lender”
means, at any time, each Lender that is not a Defaulting Lender at such time.
“Non-Extending
Lender” has the meaning specified in Section 2.18(b).
“Non-Extension Notice Date” has the meaning
specified in Section 2.03(b).
“Note”
means a Three-Year Term Loan Note, an Eighteen Montha
2026 Term Loan Note or a Revolving Credit Note, as the context may require.
“Notice
Date” has the meaning specified in Section 2.18(a).
“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement
by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor
in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the foregoing,
the Obligations include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, indemnities
and other amounts payable by any Loan Party under, and in accordance with the terms and conditions of, any Loan Document and (b) the obligation
of the Loan Parties to reimburse any amount in respect of any of the foregoing that the Administrative Agent or any Lender, in each case
in its sole discretion, may elect to pay or advance on behalf of the Loan Parties.
26
“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.
“Off
Balance Sheet Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax
retention lease, (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of
such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without
regard to accounting treatment) or (c) an agreement for the sale of receivables or like assets creating obligations that do not appear
on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, could be characterized as the indebtedness
of such Person (without regard to accounting treatment).
“Organization
Documents” means, (a) with respect to any corporation, the charter or certificate or articles of incorporation and the bylaws
(or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability
company, the certificate or articles of formation or organization and operating or limited liability agreement (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); and (c) with respect to any partnership, joint venture, trust or other
form of business entity, the partnership, joint venture or other applicable agreement of formation or organization (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction) and any agreement, instrument, filing or notice with respect thereto
filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation
or organization and, if applicable, any certificate or articles of formation or organization of such entity (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction).
“Other
Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between
such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from
any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a
security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 3.06(b)).
“Outstanding
Amount” means (a) with respect to Term Loans and Revolving Credit Loans on any date, the Dollar Equivalent amount of the aggregate
outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of such Term Loans or Revolving
Credit Loans occurring on such date; (b) with respect to Swing Line Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on such date; and (c) with respect
to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date
after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations
as of such date, including as a result of any reimbursements by the Company of Unreimbursed Amounts.
27
“Overnight
Rate” means for any day, (a) with respect to any amount denominated in Dollars, the rate comprising both overnight federal
funds and overnight eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall
be determined by the Federal Reserve Bank of New York, as set forth on its public website from time to time, and as published on the
next succeeding Business Day as the overnight bank funding rate by the Federal Reserve Bank of New York (or by such other recognized
electronic source (such as Bloomberg) selected by the Administrative Agent for the purpose of displaying such rate); provided,
that if such day is not a Business Day, the Overnight Rate for such day shall be such rate on the immediately preceding Business
Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement
rate determined by Administrative Agent at such time (which determination shall be conclusive absent manifest error); provided, further,
that if the Overnight Rate determined as above would be less than zero, then such rate shall be deemed to be zero, and (b) with
respect to any amount denominated in an Alternative Currency, an overnight rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation (which determination shall be conclusive absent manifest error). Such rate of
interest charged shall be adjusted as of each Business Day based on changes in the Overnight Rate without notice to the
Borrower.
“Participant”
has the meaning specified in Section 11.07(d).
“Participant Register” has the meaning specified in Section
11.07(d).
“Participating
Member State” means any member state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance
with legislation of the European Union relating to Economic and Monetary Union.
“PBGC”
means the Pension Benefit Guaranty Corporation.
“Pension
Funding Rules” means the rules of the Code and ERISA regarding minimum funding standards with respect to Pension Plans and set
forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.
“Pension
Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained
or is contributed to by the Borrowers and any ERISA Affiliate or with respect to which the Borrowers or any ERISA Affiliate has any liability
and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.
“Period”
has the meaning specified in the definition of “Consolidated Net Funded Indebtedness.”
“Permitted
Priority Amount” on any date of determination means an amount equal to 15% of the Consolidated Net Assets of the Company and
its Subsidiaries as of the then most recently completed fiscal quarter of the Company prior to such date.
“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.
“Plan”
means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Company or, with respect
to any such plan that is subject to the Pension Funding Rules, any ERISA Affiliate.
“Platform”
has the meaning specified in Section 6.02.
“PNC”
means PNC Bank, National Association, its successors and assigns.
28
“Precision
Technologies Business” has the meaning assigned to “Precision Technologies business” in the Form 10 filed with the
SEC by the Company on May 5, 2025.
“Prime
Rate” means the interest rate per annum announced from time to time by the Administrative Agent at the Administrative Agent’s
Office as its then prime rate, which rate may not be the lowest or most favorable rate then being charged to commercial borrowers or others
by the Administrative Agent and may not be tied to any external rate of interest or index. Any change in the Prime Rate shall take effect
at the opening of business on the day such change is announced.
“Pro
Forma Basis” and “Pro Forma Effect” means, for purposes of calculating the financial covenant set forth in
Section 7.04 and determining the Applicable Rate, and for any transaction or proposed transaction deemed to have occurred on and
as of the first day of a Measurement Period pursuant to Section 1.03(c), the following pro forma adjustments, in each case arising
out of events which are directly attributable to such transaction or proposed transaction, are factually supportable and expected to have
a continuing impact, including cost savings resulting from headcount reductions, facility closings or similar restructurings, as certified
by a Responsible Officer of the Company:
(a) in
the case of any such transaction or proposed transaction that is a Disposition, all income statement items (whether positive or negative)
attributable to the brand, business unit, product line, line of business, division or facility or the Person subject to such Disposition
shall be excluded from the results of the Company and its Subsidiaries for such Measurement Period;
(b) in
the case of any such transaction or proposed transaction that is an Investment (including any Acquisition, whether by merger, consolidation
or otherwise), income statement items (whether positive or negative) attributable to the brand, business unit, product line, line of business,
division or facility or the Person subject to such Investment shall be included in the results of the Company and its Subsidiaries for
such Measurement Period;
(c) in
the case of any retirement of Indebtedness or any Indebtedness that was or is to be repaid or refinanced in connection with such transaction
or proposed transaction, interest accrued on such Indebtedness during such Measurement Period shall be excluded from the results of the
Company and its Subsidiaries for such Measurement Period (and to the extent not already excluded pursuant to any other clause of this
definition or pursuant to Section 1.03(c), the principal amount of such Indebtedness shall also be excluded); and
(d) in
the case of the incurrence or assumption of any Indebtedness in connection with such transaction (other than any such Indebtedness to
be repaid or refinanced in accordance with clause (c) above) or proposed transaction, interest shall be deemed to have accrued
on such Indebtedness during such Measurement Period (in the case of interest that accrues at a formula or floating rate, at the rate in
effect at the time of determination) and shall be included in the results of the Company and its Subsidiaries for such Measurement Period.
“PTE”
means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time
to time.
“Public Lender”
has the meaning specified in Section 6.02.
“QFC” has the meaning as specified in Section 11.23(b).
“QFC Credit
Support” has the meaning as specified in Section 11.23.
29
“Recipient”
means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation
of any Loan Party hereunder.
“Register”
has the meaning specified in Section 11.07(c).
“Related
Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees,
agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s
Affiliates.
“Relevant
Governmental Body” means (a) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Board of
Governors of the Federal Reserve System of the United States and/or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Board of Governors of the Federal Reserve System of the United States or the Federal Reserve Bank of New York, or any
successor thereto, and (b) with respect to a Benchmark Replacement in respect of Loans denominated in any Alternative Currency, (i) the
central bank for the Alternative Currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which
is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (ii) any
working group or committee officially endorsed or convened by (A) the central bank for the Alternative Currency in which such Benchmark
Replacement is denominated, (B) any central bank or other supervisor that is responsible for supervising either (1) such Benchmark Replacement
or (2) the administrator of such Benchmark Replacement, (C) a group of those central banks or other supervisors or (D) the Financial Stability
Board or any part thereof.
“Removal Effective
Date” has the meaning as specified in Section 9.06(b).
“Repurchased
Indebtedness” has the meaning specified in the definition of “Consolidated Net Funded Indebtedness.”
“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has
been waived.
“Request
for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans,
a Loan Notice; (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan,
a Swing Line Loan Notice.
“Requested
Currency” means any currency other than Dollars or an Alternative Currency.
“Required Eighteen
Month2026 Term Loan Lenders” means, as of any date of determination, Eighteen
Month2026 Term Loan Lenders holding more than
50% of the Eighteen Month2026
Term Loan Facility on such date; provided that the portion of the Eighteen
Month2026 Term Loan Facility held by any
Defaulting Lender shall be excluded for purposes of making a determination of Required Eighteen
Month2026 Term Loan Lenders.
“Required
Lenders” means, as of any date of determination, (a) Lenders having more than 50% of the sum of (i) the undrawn portion of
the Aggregate Commitments, and (ii) the aggregate Loans outstanding on such date, or (b) if the Commitment of each Lender to make
Loans has been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 50% of the Total Outstandings
(with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations
and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that, the
amount of any participation in any Swing Line Loan and Unreimbursed Amounts that any Defaulting Lender has failed to fund that have
not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or the
applicable L/C Issuer, as the case may be, in making such determination.
30
“Required
Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the
(a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded
participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of
this definition) and (b) aggregate unused Revolving Credit Commitments; provided that, the amount of any participation in any Swing
Line Loan and Unreimbursed Amounts that any Defaulting Lender has failed to fund that have not been reallocated to and funded by another
Lender shall be deemed to be held by the Lender that is the Swing Line Lender or the applicable L/C Issuer, as the case may be, in making
such determination.
“Required
Three-Year Term Loan Lenders” means, as of any date of determination, Three-Year Term Loan Lenders holding more than 50% of
the Three-Year Term Loan Facility on such date; provided that the portion of the Three-Year Term Loan Facility held by any Defaulting
Lender shall be excluded for purposes of making a determination of Required Three-Year Term Loan Lenders.
“Rescindable
Amount” has the meaning as specified in Section 2.12(b)(ii).
“Resignation Effective Date” has the
meaning as specified in Section 9.06(a).
“Resolution
Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Responsible
Officer” means (a) the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, chief accounting
officer, corporate controller, general counsel or any executive vice president of the Company, (b) solely for purposes of the delivery
of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of the Company and, (c) solely for
purposes of notices given pursuant to Article II, any other officer of the Company so designated by any of the foregoing officers
in a notice to the Administrative Agent or any other officer or employee of the Company designated in or pursuant to an agreement between
the Company and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of the Company shall
be conclusively presumed to have been authorized by all necessary corporate action on the part of the Company and such Responsible Officer
shall be conclusively presumed to have acted on behalf of the Company.
“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital
stock or other Equity Interest of the Company or any Subsidiary, or any payment (whether in cash, securities or other property), including
any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any
such capital stock or other Equity Interest, or on account of any return of capital to the Company’s stockholders, partners or members
(or the equivalent Person thereof).
“Revaluation
Date” means with respect to any Loan, each of the following: (a) each date of a Borrowing of a Daily RFR Loan, (b) with
respect to a Daily RFR Loan, each Interest Payment Date and (c) such additional dates as the Administrative Agent shall determine or
the Required Lenders shall require.
31
“Revolving
Credit Availability Period” means in respect of the Revolving Credit Facility the period from and including the Closing Date
to the earliest of (a) the Maturity Date for the Revolving Credit Facility, (b) the date of termination of the Revolving Credit Commitments
pursuant to Section 2.06, and (c) the date of termination of the Commitment of each Revolving Credit Lender to make Loans and of
the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.
“Revolving
Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Term
SOFR Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).
“Revolving
Credit Commitment” means, as to each Revolving Credit Lender, its obligation to make (a) Revolving Credit Loans to the Borrowers
pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans,
in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule
2.01 under the caption “Revolving Credit Commitment” or opposite such caption in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
“Revolving
Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving
Credit Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.
“Revolving
Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments
at such time.
“Revolving
Credit Increase” has the meaning specified in Section 2.15(a).
“Revolving Credit Increase Lender”
has the meaning specified in Section 2.15(d)(ii).
“Revolving
Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.
“Revolving
Credit Loan” has the meaning specified in Section 2.01(b).
“Revolving
Credit Note” means a promissory note made by each Borrower in favor of a Revolving Credit Lender evidencing Revolving Credit
Loans or Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form of Exhibit B-2.
“RFR”
means, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Sterling,
SONIA, (b) Euro, €STR and (c) Yen, TONAR.
“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global, Inc. and any successor thereto.
“Same
Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds and (b) with respect
to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent to
be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative
Currency.
32
“Sanction(s)”
means any sanction administered or enforced by the United States Government (including without limitation, OFAC and the U.S. Department
of State), the United Nations Security Council, the European Union, any European member state, His Majesty’s Treasury (“HMT”),
the Australian Government Department of Foreign Affairs and Trade, the Government of Canada, The Hong Kong Monetary Authority, the Government
of Japan or other relevant sanctions authority.
“SEC”
means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
“Separation
Agreement” means that certain separation and distribution agreement between the Company and Fortive substantially in the form
attached as exhibit 2.1 to the Form 10 filed by the Company on May 5, 2025 (as such Separation Agreement and Form 10 may be amended, supplemented
or replaced from time to time).
“Separation
Transactions” means Fortive’s previously disclosed intention to separate the Precision Technologies Business from
Fortive’s remaining businesses, including, without limitation, by (a) conducting an initial public offering or other
offering(s) of shares of the Company, and/or (b) distributing to Fortive all or a portion of the proceeds of such offering(s) and/or
the proceeds of Borrowings under the Term Facilities and/or (c) the distribution by Fortive to its shareholders of all or a portion
of the remaining equity interests in the Company owned by Fortive (including any intercompany transaction effected in preparation
for or in connection with such a distribution, including, without limitation, the transfer of assets (including equity in
Subsidiaries) and liabilities of the Precision Technologies Business to the Company and/or its Subsidiaries in connection
therewith), which may include a spin-off of the Company effected as a dividend to all of Fortive’s shareholders of the shares
of the Company, a split-off of the Company’s shares in exchange for shares of Fortive or other securities, or any combination
of the foregoing in one transaction or in a series of transactions.
“Significant
Subsidiary” means, each Subsidiary of the Company which as of the most recently ended fiscal year of the Company contributed
or was accountable for at least 5% of the revenues of the Company and its Subsidiaries determined on a consolidated basis for such year.
“SOFR”
means, for any day, a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a
successor administrator of the secured overnight financing rate).
“SOFR Rate Day”
has the meaning specified in the definition of “Daily Simple SOFR.”
“SOFR Determination
Date” has the meaning specified in the definition of “Daily Simple SOFR.”
“SONIA”
means a rate equal to the Sterling Overnight Index Average as administered by the SONIA Administrator.
“SONIA
Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average selected by
the Administrative Agent in its reasonable discretion).
“SONIA
Administrator’s Website” means the Bank of England’s website, at http://www.bankofengland.co.uk, or any successor
source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.
33
“SPC”
has the meaning specified in Section 11.07(g).
“Specified
Transaction” means (a) any Investment or series of related Investments in Equity Interests or assets constituting a brand, business
unit, product line, line of business, division or facility of a Person or Persons, made by the Company or any of its Subsidiaries, and
(b) any Disposition or series of related Dispositions of Equity Interests or assets constituting a brand, business unit, product line,
line of business, division or facility of a Person or Persons made by the Company or any of its Subsidiaries.
“Sterling”
and “£” mean the lawful currency of the United Kingdom.
“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of
the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or
the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.
Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of the Company.
“Supported
QFC” has the meaning as specified in Section 11.23.
“Swap
Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond
price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap
transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction
is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations,
which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such
master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or
liabilities under any Master Agreement.
“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally
enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been
closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the
date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined
based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts
(which may include a Lender or any Affiliate of a Lender).
“Swing Line”
means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.
“Swing Line
Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.
“Swing Line
Commitment” means as to any Lender (a) the amount set forth opposite such Lender’s name on Schedule 2.01
hereof or (b) if such Lender has entered into an Assignment and Assumption or has otherwise assumed a Swing Line Commitment after
the Closing Date, the amount set forth for such Lender as its Swing Line Commitment in the Register maintained by the Administrative
Agent pursuant to Section 11.07(c).
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“Swing
Line Lender” means PNC in its capacity as a provider of Swing Line Loans, and any successor swing line lender hereunder, in
an amount up to the Swing Line Commitment.
“Swing Line
Loan” has the meaning specified in Section 2.04(a).
“Swing
Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04, which shall be substantially in
the form of Exhibit A-2 or such other form as approved by the Administrative Agent (including any form on an electronic platform
or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible
Officer of the Company.
“Swing
Line Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the aggregate Revolving Credit Commitments. The
Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility.
“Syndication
Agent” means Truist Bank in its capacity as syndication agent with respect to the Facilities.
“T2” means
the real time gross settlement system operated by the Eurosystem, or any successor system.
“TARGET Day”
means any day on which T2 is open for the settlement of payments in Euro. “Taxes” means all present or future
taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed
by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Term
Availability Period” means in respect of eachthe
Three-Year Term Facility the period from and including the Closing Date to the earliest of (a) December 31, 2025 and (b) the date
of termination of the Commitment of each Term Lender to make Loans pursuant to Section 8.02.
“Term
Facility” means the Three-Year Term Loan Facility or the Eighteen Month2026
Term Loan Facility, or both, as the context may require.
“Term
Lender” means a Three-Year Term Loan Lender or an Eighteen Month2026
Term Loan Lender, as the context may require.
“Term
Loans” means the Three-Year Term Loans or the Eighteen Month2026
Term Loans, or both, as the context may require.
“Term
SOFR” shall mean, for any Interest Period, the interest rate per annum determined by the Administrative Agent (rounded
upwards, at the Administrative Agent’s discretion, to the nearest 1/100th of 1%) equal to the Term SOFR Reference Rate for a
tenor comparable to such Interest Period, as such rate is published by the Term SOFR Administrator on the day (the “Term
SOFR Determination Date”) that is two (2) Business Days prior to the first day of such Interest Period. If the Term SOFR
Reference Rate for the applicable tenor has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh,
Pennsylvania time) on the Term SOFR Determination Date, then the Term SOFR Reference Rate shall be the Term SOFR Reference Rate for
such tenor on the first Business Day preceding such Term SOFR Determination Date for which such Term SOFR Reference Rate for such
tenor was published in accordance herewith, so long as such first preceding Business Day is not more than three (3) Business Days
prior to such Term SOFR Determination Date. If Term SOFR, determined as provided above, would be less than zero percent, then Term
SOFR shall be deemed to be zero percent. Term SOFR shall be adjusted automatically without notice to the Borrowers on and as of the
first day of each Interest Period.
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“Term
SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference
Rate selected by the Administrative Agent in its reasonable discretion).
“Term SOFR
Determination Date” has the meaning specified in the definition of “Term SOFR.”
“Term SOFR Loan”
means a Loan that bears interest based on Term SOFR.
“Term
SOFR Rate Option” means the option of the Borrower to have Term SOFR Loans bear interest at the rate and under the terms specified
in Section 2.02.
“Term SOFR
Reference Rate” shall mean the forward-looking term rate based on SOFR.
“Termination Date” has the meaning
as specified in Section 10.04.
“Three-Year
Term Loan” means an advance made by any Three-Year Term Loan Lender under the Three-Year Term Loan Facility.
“Three-Year
Term Loan Borrowing” means a borrowing consisting of simultaneous Three-Year Term Loans of the same Type and, in the case of
Term SOFR Loans, having the same Interest Period made by each of the Three-Year Term Loan Lenders pursuant to Section 2.01(a).
“Three-Year
Term Loan Commitment” means, as to each Three-Year Term Loan Lender, its obligation to make Three-Year Term Loans in Dollars
to the Company pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount
set forth opposite such Three-Year Term Loan Lender’s name on Schedule 2.01 under the caption “Three-Year Term Loan
Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Three-Year Term Loan Lender becomes
a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
“Three-Year
Term Loan Exposure” means, as to any Lender at any time, the aggregate Outstanding Amount at such time of its Three-Year Term
Loans; provided that at any time prior to the making of the Three-Year Term Loans, the Three-Year Term Loan Exposure of any Lender
shall be equal to such Lender’s Three-Year Term Loan Commitment.
“Three-Year
Term Loan Facility” means, at any time, (a) during the Term Availability Period, the aggregate amount of the Three-Year Term
Loan Commitments at such time and (b) thereafter, the aggregate principal amount of the Three-Year Term Loans of all Three-Year Term Loan
Lenders outstanding at such time.
“Three-Year
Term Loan Lender” means (a) at any time during the Term Availability Period, any Lender that has a Three-Year Term Loan Commitment
at such time and (b) at any time after the end of the Term Availability Period, any Lender that holds Three-Year Term Loans at such time.
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“Three-Year
Term Loan Note” means a promissory note made by the Company in favor of a Three-Year Term Loan Lender evidencing Three-Year
Term Loans made by such Three-Year Term Loan Lender, substantially in the form of Exhibit B-1.
“Threshold
Amount” means $80,000,000.
“TONAR”
means a rate equal to the Tokyo Overnight Average Rate as administered by the TONAR Administrator.
“TONAR
Administrator” means the Bank of Japan (or any successor administrator of the Tokyo Overnight Average Rate selected by the Administrative
Agent in its reasonable discretion).
“TONAR
Administrator’s Website” means the Bank of Japan’s website, at http://www.boj.or.jp, or any successor source for
the Tokyo Overnight Average Rate identified as such by the TONAR Administrator from time to time.
“Total Credit
Exposure” means, as to any Lender at any time, (a) in respect of the Revolving Credit Facility, the unused Revolving
Credit Commitments and Revolving Credit Exposure of such Lender at such time, (b) in respect of the Three-Year Term Loan Facility,
the Three-Year Term Loan Exposure of such Lender at such time, and (c) in respect of the Eighteen
Month2026 Term Loan Facility, the Eighteen
Month2026 Term Loan Exposure of such Lender at
such time.
“Total
Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.
“Total
Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C
Obligations.
“Type”
means (a) with respect to a Revolving Credit Loan, its character as a Base Rate Loan, Term SOFR Loan or a Daily RFR Loan, (b) with respect
to a Term Loan, its character as a Base Rate Loan or Term SOFR Loan and (c) with respect to a Swing Line Loan, its character as a Base
Rate Loan.
“UCP”
means the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version
thereof as may be in effect at the applicable time).
“UK Financial
Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated
by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to
time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms,
and certain Affiliates of such credit institutions or investment firms.
“UK Resolution
Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of
any UK Financial Institution.
“Unfunded
Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the
current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant
to the Pension Funding Rules for the applicable plan year.
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“United
States” and “U.S.” mean the United States of America.
“Unreimbursed Amount” has the meaning
specified in Section 2.03(f).
“U.S.
Government Securities Business Day” means any day except for (a) a Saturday or Sunday or (b) a day on which the Securities Industry
and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes
of trading in United States government securities.
“U.S.
Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.
“U.S. Special
Resolution Regimes” has the meaning as specified in Section 11.23.
“U.S. Tax
Compliance Certificate” has the meaning specified in Section 3.01(g)(ii)(B)(III).
“Write-Down and
Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of
the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any
UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability
into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to
have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers
under that Bail-In Legislation that are related to or ancillary to any of those powers.
“Yen”
and “¥” mean the lawful currency of Japan.
1.02 Other
Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such
other Loan Document:
(a) The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.
(b) (i)
The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when
used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.
(ii) Article,
Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.
(iii) The term “including” is by way of example and not limitation.
(iv) The
term “documents” includes any and all instruments, documents, agreements (including this Agreement and the other Loan
Documents), certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic
form.
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(c) In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from and
including;” the words “to” and “until” each mean “to but excluding;” and the word “through”
means “to and including.”
(d) Section
headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation
of this Agreement or any other Loan Document.
(e) All
references to any Person shall also refer to the successors and assigns of such Person permitted hereunder.
(f) Any
reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, shall be deemed
to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or
the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition,
or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate
Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall
also constitute such a Person or entity).
1.03 Accounting
Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial
data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared
in conformity with GAAP applied on a consistent basis, as in effect from time to time subject to Sections 1.03(b) and (c),
except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with
any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Company and its Subsidiaries
shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20
on financial liabilities shall be disregarded.
(b) If
at any time any change in GAAP (including the early adoption by the Company of any provision of GAAP) would affect the computation of
any financial ratio or requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original
intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended,
(i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company
shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as
reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after
giving effect to such change in GAAP.
(c) Pro Forma Determinations. Notwithstanding anything in this Agreement to the contrary:
(i) all
calculations of the financial covenant in Section 7.04 and any determination of the Applicable Rate shall be made on a Pro Forma
Basis with respect to any Specified Transaction occurring during the applicable Measurement Period;
(ii) if on any date of
determination pro forma compliance with the requirements of this Agreement is a condition precedent to the consummation of a
proposed transaction pursuant to any provision of this Agreement, then for that purpose such compliance shall be determined on a Pro
Forma Basis giving effect to (A) such proposed transaction and (B) without duplication, any Specified Transaction that has been
consummated during the Measurement Period then most recently ended for which financial statements have been delivered pursuant to Section
6.01 or during the period following such Measurement Period and prior to such date, in each case, as of the first day of such
Measurement Period; and
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(iii) for
each Specified Transaction that is consummated during any Measurement Period, compliance with the requirements of this Agreement shall
be determined on a Pro Forma Basis giving effect to such Specified Transaction as of the first day of such Measurement Period.
1.04 Rounding.
Any financial ratios required to be maintained by the Company pursuant to this Agreement shall be calculated by dividing the appropriate
component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein
and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
1.05 References to
Agreements and Laws. Unless otherwise expressly provided herein,( a) references to Organization Documents, agreements (including
the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all
statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law and any reference to
any law, rule or regulation shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or
supplemented from time to time.
1.06 Exchange
Rates; Currency Equivalents. (a) The Administrative Agent shall determine the Dollar Equivalent amounts of Credit Extensions and Outstanding
Amounts denominated in Alternative Currencies and Requested Currencies. Such Dollar Equivalent shall become effective as of such Revaluation
Date and shall be the Dollar Equivalent of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements
delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable
amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined
by the Administrative Agent.
(b) Wherever in
this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Daily RFR Loan an amount, such as a required
minimum or multiple amount, is expressed in Dollars, but such Borrowing or Loan is denominated in an Alternative Currency, such amount
shall be the relevant Alternative Currency Equivalent, as the case may be, of such Dollar amount (rounded to the nearest unit of such
Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent.
1.07 Additional
Alternative Currencies. (a) The Company may from time to time request that Revolving Credit Loans be made in a currency other than
those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is an
Eligible Currency. In the case of any such request with respect to the making of Revolving Credit Loans, such request shall be subject
to the approval of the Administrative Agent and the Revolving Credit Lenders.
(b) Any such request
shall be made to the Administrative Agent not later than 11:00 a.m., fifteen (15) Business Days prior to the date of the desired
Borrowing (or such other time or date as may be agreed by the Administrative Agent). In the case of any such request, the
Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender shall notify the
Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after receipt of such request whether it consents, in its
sole discretion, to the making of Revolving Credit Loans in such requested currency.
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(c) Any
failure by a Revolving Credit Lender to respond to such request within the time period specified in the preceding sentence shall be deemed
to be a refusal by such Revolving Credit Lender to permit Revolving Credit Loans to be made in such requested currency. If the Administrative
Agent and all the Revolving Credit Lenders consent to making Revolving Credit Loans in such requested currency and the Administrative
Agent and such Lenders reasonably determine that an appropriate interest rate is available to be used for such requested currency, the
Administrative Agent shall so notify the Company and (i) the Administrative Agent and such Lenders may amend the definition of Daily RFR
Loan or otherwise amend this Agreement solely to include a term rate option for such Alternative Currency, in each case, to the extent
necessary to add the applicable rate for such currency and any applicable adjustment for such rate and (ii) to the extent that this Agreement
has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an
Alternative Currency for purposes of any Revolving Credit Loans. If the Administrative Agent shall fail to obtain consent to any request
for an additional currency under this Section 1.07, the Administrative Agent shall promptly so notify the Company.
1.08 Change
of Currency. (a) Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state
of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of
such adoption. If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement
in respect of that currency shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of
interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which
such member state adopts the Euro as its lawful currency; provided that if any Revolving Credit Borrowing in the currency of such
member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Revolving Credit
Borrowing, at the end of the then current Interest Period.
(b) Each
provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time
specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions
or practices relating to the Euro.
(c) Each
provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time
to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices
relating to the change in currency.
1.09 Times
of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard,
as applicable).
1.10 Letter
of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar
Equivalent of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit
that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount
thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of
Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
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1.11 Limited
Conditionality Acquisitions. In the event that the Company notifies the Administrative Agent in writing that any proposed Acquisition
is a Limited Conditionality Acquisition and that the Company wishes to test the conditions to such Acquisition and the availability of
Indebtedness that is to be used to finance such Acquisition in accordance with this Section 1.11, then the following provisions
shall apply:
(a) any
condition to such Acquisition or such Indebtedness that requires that no Default or Event of Default shall have occurred and be continuing
at the time of such Acquisition or the incurrence of such Indebtedness, shall, if agreed to by the lenders providing such Indebtedness,
be satisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive
purchase agreement, merger agreement or other acquisition agreement governing such Acquisition and (ii) no Event of Default under any
of Sections 8.01(a), (b), (f) or (g) shall have occurred and be continuing both before and after giving effect
to such Acquisition and any Indebtedness incurred in connection therewith (including such additional Indebtedness);
(b) any
condition to such Acquisition and/or such Indebtedness that the representations and warranties in this Agreement and the other Loan Documents
shall be true and correct at the time of such Acquisition or the incurrence of such Indebtedness may, if agreed to by the lenders providing
such Indebtedness, be limited by customary “SunGard” or other customary applicable “certain funds” conditionality
provisions, so long as all such representations and warranties in this Agreement and the other Loan Documents are true and correct at
the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Acquisition;
(c) any
financial ratio test or condition, may upon the written election of the Company delivered to the Administrative Agent prior to the execution
of the definitive agreement for such Acquisition, be tested either (i) upon the execution of the definitive agreement with respect to
such Limited Conditionality Acquisition or (ii) upon the consummation of the Limited Conditionality Acquisition and related incurrence
of Indebtedness, in each case, after giving effect to the relevant Limited Conditionality Acquisition and related incurrence of Indebtedness,
on a Pro Forma Basis; provided that the failure to deliver a notice under this Section 1.11(c) prior to the date of execution
of the definitive agreement for such Limited Conditionality Acquisition shall be deemed an election to test the applicable financial ratio
under subclause (ii) of this Section 1.11(c); and
(d) if
the Company has made an election with respect to any Limited Conditionality Acquisition to test a financial ratio test or condition at
the time specified in clause (c)(i) of this Section, then in connection with any subsequent calculation of any ratio (other than
the financial covenant tested pursuant to Section 7.04) or basket on or following the relevant date of execution of the definitive
agreement with respect to such Limited Conditionality Acquisition and prior to the earlier of (i) the date on which such Limited Conditionality
Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Conditionality Acquisition is terminated or
expires without consummation of such Limited Conditionality Acquisition, any such ratio (other than the financial covenant tested pursuant
to Section 7.04) or basket shall be required to be satisfied (x) on a Pro Forma Basis assuming such Limited Conditionality Acquisition
and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have been consummated and (y)
assuming such Limited Conditionality Acquisition and other transactions in connection therewith (including the incurrence or assumption
of Indebtedness) have not been consummated.
The foregoing provisions
shall apply with similar effect during the pendency of multiple Limited Conditionality Acquisitions such that each of the possible
scenarios is separately tested. Notwithstanding anything to the contrary herein, in no event shall there be more than two Limited
Conditionality Acquisitions at any time outstanding.
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1.12 Interest Rates.
(a) Section
3.03(c) of this Agreement provides a mechanism for determining an alternative rate of interest in the event that any Benchmark, for
any applicable Currency, is no longer available or in certain other circumstances. The Administrative Agent does not warrant or accept
any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of or
calculation of, or any other matter related to, any Benchmark, for any applicable Currency, or any component definition thereof or rates
referred to in the definition thereof, or any alternative or successor rate thereto, or replacement rate therefor (including any Benchmark
Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any
Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity
as, such Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes.
The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of any Benchmark
for any applicable Currency, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments
thereto, in each case, in a manner adverse to the Borrowers or any other person or entity. The Administrative Agent may select information
sources or services in its reasonable discretion to ascertain any Benchmark, any component definition thereof or rates referred to in
the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender
or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages,
costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any
such rate (or component thereof) provided by any such information source or service.
(b) By
agreeing to make Loans under this Agreement, each Lender is confirming it has all licenses, permits and approvals necessary for use of
the reference rates referred to herein as provided for in this Agreement and it will comply with, preserve, renew and keep in full force
and effect such licenses, permits and approvals for use of such rates under this Agreement.
ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS
2.01 The Loans.
(a) Three-Year
Term Loan Borrowings. Subject to the terms and conditions set forth herein, each Three-Year Term Loan Lender severally agrees to make
up to two loans to the Company in Dollars, on any Business Day during the Term Availability Period, in an amount not to exceed such Three-Year
Term Loan Lender’s Three-Year Term Loan Commitment outstanding on such date. The Three-Year Term Loan Borrowing shall consist of
Three-Year Term Loans made simultaneously by the Three-Year Term Loan Lenders in accordance with their respective Applicable Percentage
of the Three-Year Term Loan Facility. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed.
Three-Year Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) Revolving Credit
Borrowings. Subject to the terms and conditions set forth herein each Revolving Credit Lender severally agrees to make loans
(each such loan, a “Revolving Credit Loan”) to the Company or a Designated Borrower in Dollars or in one or more
Alternative Currencies from time to time, on any Business Day during the Revolving Credit Availability Period, in an aggregate
amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, however,
that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the
Revolving Credit Facility, (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit
Lender’s Revolving Credit Commitment and (iii) the aggregate Outstanding Amount of all Revolving Credit Loans denominated in
Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Revolving Credit Lender’s
Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section
2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base
Rate Loans, Term SOFR Loans or Daily RFR Loans, as further provided herein.
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(c) Eighteen
Month2026 Term Loan Borrowings. Subject to the terms and conditions set forth herein,
each Eighteen Month2026
Term Loan Lender severally agrees to make up to two loansa
single loan to the Company in Dollars, on any Business Day during the Term Availability Periodthe
Amendment No. 2 Effective Date, in an amount not to exceed such Eighteen Month2026
Term Loan Lender’s Eighteen Month2026
Term Loan Commitment outstanding on such date. The Eighteen Month2026
Term Loan Borrowing shall consist of Eighteen Month2026
Term Loans made simultaneously by the Eighteen Month2026
Term Loan Lenders in accordance with their respective Applicable Percentage of the Eighteen Month2026
Term Loan Facility. Amounts borrowed under this Section 2.01(c) and repaid or prepaid may not be reborrowed. Eighteen
Month2026 Term Loans may be Base Rate Loans or Term
SOFR Loans, as further provided herein.
(d) Ratable
Borrowings. Notwithstanding
anything to the contrary
contained herein, in the event the Company requests a Borrowing of Term Loans that is less than the total aggregate commitment available
under the Term Facilities, such Borrowing of Term Loans shall be ratable between the Three-Year Term Loan Facility and the Eighteen Month
Term Loan Facility.
2.02 Borrowings, Conversions and Continuations of Loans.
(a) Each Three-Year Term
Loan Borrowing, each Revolving Credit Borrowing, each Eighteen Month2026
Term Loan Borrowing, each conversion of Three-Year Term Loans, Eighteen Month2026
Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of a Term SOFR Loan shall be made upon the
Company’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Loan Notice; provided
that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice
must be received by the Administrative Agent not later than 12:00 noon (i) three (3) Business Days prior to the requested date of
any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, (ii)
in the case of Daily RFR Loans, four (4) Business Days prior to the requested date of any Borrowing and (iii) on the requested date
of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans or Daily RFR Loans shall be
in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections
2.03(f) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof. Each Loan Notice shall specify (A) whether the Company is requesting a Three-Year Term
Loan Borrowing, a Revolving Credit Borrowing, a Eighteen Month2026
Term Loan Borrowing, a conversion of Three-Year Term Loans, Eighteen Month2026
Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Term SOFR Loans, (B) the requested date of the
Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (C) the principal amount of Loans to be
borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Three-Year Term Loans, Eighteen
Month2026 Term Loans or Revolving Credit Loans
are to be converted, (E) if applicable, the duration of the Interest Period with respect thereto, (F) the Currency of the Revolving
Credit Loans to be borrowed, and (G) if applicable, the Designated Borrower; provided, however, that if as of the date
of any Loan Notice requesting a Revolving Credit Borrowing, there are Swing Line Loans outstanding, the Company shall be deemed to
have requested that a portion of the requested Revolving Credit Loans in a principal amount equal to the outstanding principal
amount of such Swing Line Loans be denominated in Dollars. If the Company fails to specify a Currency in a Loan Notice requesting a
Revolving Credit Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of
Three-Year Term Loan, Eighteen Month2026
Term Loan or Revolving Credit Loan in a Loan Notice or if the Company fails to give a timely notice requesting a conversion or
continuation, then the applicable Three-Year Term Loans, Eighteen Month2026
Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any automatic conversion to Base Rate Loans
shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the
Company requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Loan Notice, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one (1) month. No Revolving Credit Loan may be converted
into or continued as a Revolving Credit Loan denominated in a different Currency, but instead must be prepaid in the original
Currency of such Revolving Credit Loan and reborrowed in the other Currency.
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(b) Following receipt of a
Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and Currency) of its Applicable Percentage of
the applicable Three-Year Term Loans, Revolving Credit Loans or Eighteen Month2026
Term Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall
notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Term SOFR Loans, in each case as
described in the preceding subsection. In the case of a Three-Year Term Loan Borrowing, a Revolving Credit Borrowing or a Eighteen
Month2026 Term Loan Borrowing, each Appropriate
Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s
Office for the applicable Currency not later than 2:00 p.m., in the case of any Loan denominated in Dollars, and not later than the
Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case
on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section
4.02, the Administrative Agent shall make all funds so received available to the Company or such other applicable Borrower in
like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of PNC with the
amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably
acceptable to) the Administrative Agent by the Company; provided, however, that if, on the date the Loan Notice with
respect to such Revolving Credit Borrowing is given by the Company there are Swing Line Loans or L/C Borrowings outstanding, then
the proceeds of such Borrowing shall be applied, first, to the payment in full of any L/C Borrowings, second, to the
payment in full of any Swing Line Loans, and third, to the Borrowers as provided above. Each Lender may, at its option, make
any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise
of such option shall not affect in any manner the obligation of the Borrowers to repay such Loan in accordance with the terms of
this Agreement.
(c) Except
as otherwise provided herein, Term SOFR Loans may be continued or converted only on the last day of an Interest Period for such Term SOFR
Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as, if applicable, as Term SOFR Loans
or Daily RFR Loans without the consent of the Required Lenders. At any time that an Event of Default has occurred and is continuing, the
Required Lenders may demand that any or all of the then outstanding Daily RFR Loans be prepaid, or redenominated into Dollars in the amount
of the Dollar Equivalent thereof.
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(d) After
giving effect to all Three-Year Term Loan Borrowings, all conversions of Three-Year Term Loans from one Type to the other, and all continuations
of Three-Year Term Loans as the same Type, there shall not be more than five Interest Periods in effect in respect of the Three-Year Term
Loan Facility. After giving effect to all Eighteen Month2026
Term Loan Borrowings and all continuations of Eighteen Month2026
Term Loans, there shall not be more than five (5) Interest Periods in effect in respect of the Eighteen
Month2026 Term Loan Facility. After giving effect
to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving
Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect of the Revolving Credit Facility.
(e) On
the date on which the aggregate unpaid principal amount of Term SOFR Loans or Daily RFR Loans, as applicable, comprising any Borrowing
shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Loans shall, on the last day of the then existing
Interest Period therefor (or immediately in the case of any Daily RFR Loans), (i) automatically be converted into Base Rate Loans in the
case of Term SOFR Loans and (ii) be repaid by the Borrowers, in the case of Daily RFR Loans.
(f) Notwithstanding
anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or any portion of its Loans in connection
with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless
settlement mechanism approved by the Company, the Administrative Agent and such Lender.
2.03 Letters of Credit.
(a) General.
Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01, any Borrower may request
any L/C Issuer, in reliance on the agreements of the Lenders set forth in this Section 2.03, to issue, at any time and from time
to time during the Availability Period, Letters of Credit denominated in Dollars for its own account or the account of any of its Subsidiaries
in such form as is acceptable to such L/C Issuer in its reasonable determination. Letters of Credit issued hereunder shall constitute
utilization of the Revolving Credit Commitments.
(b) Notice of Issuance,
Amendment, Extension, Reinstatement or Renewal. To request the issuance of a Letter of Credit (or the amendment of the terms and
conditions, extension of the terms and conditions, extension of the expiration date, or reinstatement of amounts paid, or renewal of
an outstanding Letter of Credit), the applicable Borrower shall deliver (or transmit by electronic communication, if arrangements
for doing so have been approved by the applicable L/C Issuer) to an L/C Issuer selected by it and to the Administrative Agent not
later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer
may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case
may be a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, extended,
reinstated or renewed, and specifying the date of issuance, amendment, extension, reinstatement or renewal (which shall be a
Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.03(d)), the amount of
such Letter of Credit, the name and address of the beneficiary thereof, the purpose and nature of the requested Letter of Credit and
such other information as shall be necessary to prepare, amend, extend, reinstate or renew such Letter of Credit. If requested by
the applicable L/C Issuer, the applicable Borrower also shall submit a Letter of Credit Application and reimbursement agreement on
such L/C Issuer’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions of any form of Letter of Credit Application and
reimbursement agreement or other agreement submitted by the applicable Borrower to, or entered into by such Borrower with, an L/C
Issuer relating to any Letter of Credit, the terms and conditions of this Agreement shall control.
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If the applicable
Borrower so requests in any applicable Letter of Credit Application (or the amendment of an outstanding Letter of Credit), the applicable
L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension
Letter of Credit”); provided that any such Auto-Extension Letter of Credit shall permit such L/C Issuer to prevent any
such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior
notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month
period to be agreed upon by such Borrower and the applicable L/C Issuer at the time such Letter of Credit is issued. Unless otherwise
directed by the applicable L/C Issuer, such Borrower shall not be required to make a specific request to such L/C Issuer for any such
extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require)
the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiration date not later than the date permitted
pursuant to Section 2.03(d); provided, that such L/C Issuer shall not (i) permit any such extension if (A) such L/C Issuer
has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its extended
form under the terms hereof (except that the expiration date may be extended to a date that is no more than one year from the then-current
expiration date) or (B) it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before
the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent that the Required Lenders have
elected not to permit such extension or (ii) be obligated to permit such extension if it has received notice (which may be in writing
or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice
Date from the Administrative Agent, any Lender or any Borrower that one or more of the applicable conditions set forth in Section 4.02
is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(c) Limitations
on Amounts, Issuance and Amendment. A Letter of Credit shall be issued, amended, extended, reinstated or renewed only if (and upon
issuance, amendment, extension, reinstatement or renewal of each Letter of Credit the applicable Borrower shall be deemed to represent
and warrant that), after giving effect to such issuance, amendment, extension, reinstatement or renewal (i) the aggregate amount of the
outstanding Letters of Credit issued by any L/C Issuer shall not exceed its L/C Commitment, (ii) the aggregate L/C Obligations shall not
exceed the Letter of Credit Sublimit, (iii) the Revolving Credit Exposure of any Lender shall not exceed its Revolving Credit Commitment
and (iv) the sum of the total Revolving Credit Exposures shall not exceed the Revolving Credit Facility.
(i) No L/C Issuer shall be under any obligation to issue any Letter of Credit if:
(A) any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer
from issuing the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force
of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain
from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect
to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder)
not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable
on the Closing Date and which such L/C Issuer in good faith deems material to it;
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(B) the
issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except
as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $500,000;
(D) any
Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery
of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate such L/C Issuer’s
actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising
from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C
Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(E) the
Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(ii) No
L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to
issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept
the proposed amendment to the Letter of Credit.
(d) Expiration
Date. Each Letter of Credit shall have a stated expiration date no later than the earlier of (i) the date twelve months after the
date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, whether automatic or by
amendment, twelve months after the then current expiration date of such Letter of Credit) and (ii) the date that is five (5) Business
Days prior to the Maturity Date for the Revolving Credit Facility; provided, that if an L/C Issuer and the Administrative Agent
each consent in its sole discretion, the expiration date on any Letter of Credit issued by such L/C Issuer may extend beyond the date
referred to in subclause (ii) above (but no later than the date that is 364 days after such date) but the participations of the
Revolving Credit Lenders shall terminate on the applicable Maturity Date for the Revolving Credit Facility (each, an “Extended
Letter of Credit”). If any Extended Letter of Credit is outstanding or is issued under the Revolving Commitments after the date
that is five (5) Business Days prior to the Maturity Date for the Revolving Credit Facility the Borrower shall immediately Cash Collateralize
an amount equal to 105% of the L/C Obligations related to such Extended Letters of Credit.
(e) Participations.
(i) By
the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof),
and without any further action on the part of the applicable L/C Issuer or the Revolving Credit Lenders, such L/C Issuer hereby grants
to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such L/C Issuer, a participation in such Letter
of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.
Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(e)(i)
in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including
any amendment, extension, reinstatement or renewal of any Letter of Credit or the occurrence and continuance of a Default or reduction
or termination of the Commitments.
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(ii) In
consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely, unconditionally and irrevocably agrees
to pay to the Administrative Agent in Dollars, for account of the applicable L/C Issuer, such Revolving Credit Lender’s Applicable
Percentage of each L/C Disbursement made by an L/C Issuer not later than 1:00 p.m. on the Business Day specified in the notice provided
by the Administrative Agent to the Revolving Credit Lenders pursuant to Section 2.03(f) until such L/C Disbursement is reimbursed
by the applicable Borrower or at any time after any reimbursement payment is required to be refunded to such Borrower for any reason,
including after the Maturity Date for the Revolving Credit Facility. Such payment shall be made without any offset, abatement, withholding
or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.02 with respect to Loans made
by such Revolving Credit Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving
Credit Lenders), and the Administrative Agent shall promptly pay to the applicable L/C Issuer the amounts so received by it from the Revolving
Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the applicable Borrower pursuant to Section
2.03(f), the Administrative Agent shall distribute such payment to the applicable L/C Issuer or, to the extent that the Revolving
Credit Lenders have made payments pursuant to this Section 2.03(e) to reimburse such L/C Issuer, then to such Revolving Credit
Lenders and such L/C Issuer as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this Section 2.03(e)
to reimburse an L/C Issuer for any L/C Disbursement shall not constitute a Revolving Credit Loan and shall not relieve the applicable
Borrower of its obligation to reimburse such L/C Disbursement.
Each
Revolving Credit Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically
adjusted to reflect such Revolving Credit Lender’s Applicable Percentage of the aggregate amount available to be drawn under
such Letter of Credit at each time such Revolving Credit Lender’s Revolving Credit Commitment is amended pursuant to the
operation of Section 2.15 or 2.18, as a result of an assignment in accordance with Section 11.07 or otherwise
pursuant to this Agreement.
(f) Reimbursement.
If an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such L/C
Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later
than 12:00 noon on (i) the Business Day that such Borrower receives notice of such L/C Disbursement, if such notice is received
prior to 10:00 a.m. or (ii) the Business Day immediately following the day that such Borrower receives such notice, if such notice
is not received prior to such time, provided that, if such L/C Disbursement is not less than $1,000,000, such Borrower may,
subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that
such payment be financed with a Borrowing of Base Rate Loans or Swing Line Loan in the amount of such L/C Disbursement and, to the
extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting
Borrowing of Base Rate Loans or Swing Line Loan. If the applicable Borrower fails to make such payment when due, the Administrative
Agent shall notify each Revolving Credit Lender of the amount of the applicable L/C Disbursement, the payment then due from such
Borrower in respect thereof (the “Unreimbursed Amount”) and such Revolving Credit Lender’s Applicable
Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base
Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the
amount of the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal
amount of Base Rate Loans, but subject to the amount of the unutilized portion of the aggregate Revolving Credit Commitments and the
conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by any L/C Issuer or the
Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided
that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
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(g) Obligations
Absolute. The applicable Borrower’s obligation to reimburse L/C Disbursements as provided in Section 2.03(f) shall be
absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and
all circumstances whatsoever and irrespective of:
(i) any
lack of validity or enforceability of this Agreement, any other Loan Document or any Letter of Credit, or any term or provision herein
or therein;
(ii) the
existence of any claim, counterclaim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against
any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be
acting), any L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such
Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
(iii) any
draft, demand, certificate or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient
in any respect or any statement in such draft or other document being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
(iv) waiver
by any L/C Issuer of any requirement that exists for such L/C Issuer’s protection and not the protection of any Borrower or any
waiver by such L/C Issuer which does not in fact materially prejudice any Borrower;
(v) honor
of a demand for payment presented electronically even if such Letter of Credit required that demand be in the form of a draft;
(vi) any
payment made by any L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of,
or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC,
the ISP or the UCP, as applicable;
(vii) payment
by the applicable L/C Issuer under a Letter of Credit against presentation of a draft or other document that does not comply strictly
with the terms of such Letter of Credit; or any payment made by any L/C Issuer under such Letter of Credit to any Person purporting to
be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative
of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding
under any Debtor Relief Law; or
(viii) any
other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section
2.03, constitute a legal or equitable discharge of, or provide a right of setoff against, any Borrower’s obligations hereunder.
The
applicable Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and,
in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will
immediately notify the applicable L/C Issuer. The applicable Borrower shall be conclusively deemed to have waived any such claim
against each L/C Issuer and its correspondents unless such notice is given as aforesaid.
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None of the Administrative
Agent, the Lenders, any L/C Issuer, or any of their Related Parties shall have any liability or responsibility by reason of or in connection
with the issuance or transfer of any Letter of Credit by the applicable L/C Issuer or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay
in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document
required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising
from causes beyond the control of the applicable L/C Issuer; provided that the foregoing shall not be construed to excuse an L/C
Issuer from liability to any Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which
are hereby waived by each Borrower to the extent permitted by Applicable Law) suffered by such Borrower that are caused by such L/C Issuer’s
failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms
thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an L/C Issuer
(as finally determined by a court of competent jurisdiction), an L/C Issuer shall be deemed to have exercised care in each such determination,
and that:
(i) an
L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a certified
true copy marked as such or waive a requirement for its presentation;
(ii) an
L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without
responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation
of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any
non-documentary condition in such Letter of Credit;
(iii) an
L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents
are not in strict compliance with the terms of such Letter of Credit; and
(iv) this
sentence shall establish the standard of care to be exercised by an L/C Issuer when determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by Applicable Law,
any standard of care inconsistent with the foregoing).
Without limiting
the foregoing, none of the Administrative Agent, the Lenders, any L/C Issuer, or any of their Related Parties shall have any liability
or responsibility by reason of (A) any presentation that includes forged or fraudulent documents or that is otherwise affected by the
fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (B) an L/C Issuer declining to take-up documents and make
payment (1) against documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor or (2) following
a Borrower’s waiver of discrepancies with respect to such documents or request for honor of such documents or (C) an L/C Issuer
retaining proceeds of a Letter of Credit based on an apparently applicable attachment order, blocking regulation, or third-party claim
notified to such L/C Issuer.
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(h) Applicability of
ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the applicable L/C Issuer and the applicable Borrower
when a Letter of Credit is issued by it, the rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing,
no L/C Issuer shall be responsible to any Borrower for, and no L/C Issuer’s rights and remedies against a Borrower shall be
impaired by, any action or inaction of any L/C Issuer required or permitted under any law, order, or practice that is required or
permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where any L/C
Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice
statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International
Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter
of Credit chooses such law or practice.
(i) L/C
Issuers. Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated
therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX
with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed
to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent”
as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein
with respect to such L/C Issuer.
(j) Letter
of Credit Fees. The Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance,
subject to Section 2.17, with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”)
for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes
of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined
in accordance with Section 1.10. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of
each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on
the Maturity Date for the Revolving Credit Facility and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there
is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed
and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding
anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all
Letter of Credit Fees shall accrue at the Default Rate.
(k) Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuers. The applicable Borrower shall pay directly to the applicable L/C
Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum equal to the percentage separately
agreed upon between such Borrower and such L/C Issuer, computed on the Dollar Equivalent of the daily amount available to be drawn under
such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the first Business Day after the
end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case
of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date
for the Revolving Credit Facility and thereafter on demand. For purposes of computing the daily amount available to be drawn under any
Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.10. In addition, the applicable
Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment
and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time
in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.
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(l) Disbursement
Procedures. The L/C Issuer for any Letter of Credit shall, within the time allowed by applicable Laws or the specific terms of
the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such
Letter of Credit. Such L/C Issuer shall promptly after such examination notify the Administrative Agent and the applicable Borrower
in writing of such demand for payment if such L/C Issuer has made or will make an L/C Disbursement thereunder; provided that
any failure to give or delay in giving such notice shall not relieve such Borrower of its obligation to reimburse such L/C Issuer
and the Revolving Credit Lenders with respect to any such L/C Disbursement.
(m) Interim
Interest. If the L/C Issuer for any Letter of Credit shall make any L/C Disbursement, then, unless the applicable Borrower shall reimburse
such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from
and including the date such L/C Disbursement is made to but excluding the date that such Borrower reimburses such L/C Disbursement, at
the rate per annum then applicable to Base Rate Loans; provided that if such Borrower fails to reimburse such L/C Disbursement
when due pursuant to clause (f) of this Section 2.03, then Section 2.08(b) shall apply. Interest accrued pursuant
to this clause (m) shall be for account of such L/C Issuer, except that interest accrued on and after the date of payment by any
Revolving Credit Lender pursuant to clause (f) of this Section 2.03 to reimburse such L/C Issuer shall be for account of
such Revolving Credit Lender to the extent of such payment.
(n) Replacement
of any L/C Issuer. Any L/C Issuer may be replaced at any time by written agreement between the applicable Borrower, the Administrative
Agent, the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Revolving Credit Lenders of any
such replacement of an L/C Issuer. At the time any such replacement shall become effective, the applicable Borrower shall pay all unpaid
fees accrued for the account of the replaced L/C Issuer pursuant to Section 2.03(j). From and after the effective date of any such
replacement, (i) the successor L/C Issuer shall have all the rights and obligations of an L/C Issuer under this Agreement with respect
to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed to
include such successor or any previous L/C Issuer, or such successor and all previous L/C Issuer, as the context shall require. After
the replacement of an L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights
and obligations of an L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall
not be required to issue additional Letters of Credit.
(o) Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the applicable Borrower receives
notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving
Credit Lenders with L/C Obligations representing at least 66-2/3% of the total L/C Obligations) demanding the deposit of cash collateral
pursuant to this clause (o), such Borrower shall immediately deposit into an account established and maintained on the books and
records of the Administrative Agent (the “Collateral Account”) an amount in cash equal to 105% of the total L/C Obligations
as of such date plus any accrued and unpaid interest thereon, provided that the obligation to deposit such cash collateral
shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind,
upon the occurrence of any Event of Default with respect to such Borrower described in clause (f) of Section 8.01. Such
deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower
under this Agreement. In addition, and without limiting the foregoing or clause (d) of this Section 2.03, if any L/C Obligations
remain outstanding after the expiration date specified in said clause (d), the applicable Borrower shall immediately deposit into
the Collateral Account an amount in cash equal to 105% of such L/C Obligations as of such date plus any accrued and unpaid interest
thereon.
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The Administrative Agent
shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. Other than any
interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the
Administrative Agent and at the applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in the Collateral Account. Moneys in the Collateral Account shall be applied
by the Administrative Agent to reimburse each L/C Issuer for L/C Disbursements for which it has not been reimbursed, together with
related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the applicable Borrower for the L/C Obligations at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Lenders with L/C Obligations representing 66-2/3% of the total L/C Obligations), be
applied to satisfy other obligations of such Borrower under this Agreement. If the applicable Borrower is required to provide an
amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to such Borrower within three (3) Business Days after all Events of Default have been cured or
waived.
(p) L/C
Issuer Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in addition
to its notification obligations set forth elsewhere in this Section 2.03, provide the Administrative Agent a Letter of Credit Report,
as set forth below:
(i) reasonably
prior to the time that such L/C Issuer issues, amends, renews, increases or extends a Letter of Credit, the date of such issuance, amendment,
renewal, increase or extension and the stated amount of the applicable Letters of Credit after giving effect to such issuance, amendment,
renewal or extension (and whether the amounts thereof shall have changed);
(ii) on
each Business Day on which such L/C Issuer makes a payment pursuant to a Letter of Credit, the date and amount of such payment;
(iii) on
any Business Day on which a Borrower fails to reimburse a payment made pursuant to a Letter of Credit required to be reimbursed to such
L/C Issuer on such day, the date of such failure and the amount of such payment;
(iv) on
any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued
by such L/C Issuer; and
(v) for
so long as any Letter of Credit issued by an L/C Issuer is outstanding, such L/C Issuer shall deliver to the Administrative Agent (A)
on the last Business Day of each calendar month, (B) at all other times a Letter of Credit Report is required to be delivered pursuant
to this Agreement, and (C) on each date that (1) an L/C Credit Extension occurs or (2) there is any expiration, cancellation and/or disbursement,
in each case, with respect to any such Letter of Credit, a Letter of Credit Report appropriately completed with the information for every
outstanding Letter of Credit issued by such L/C Issuer.
No failure on the
part of any L/C Issuer to provide such information pursuant to this Section 2.03(p) shall limit the obligations of the Borrowers or any
Revolving Credit Lender hereunder with respect to its reimbursement and participation obligations hereunder.
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(q) Letters of Credit
Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Subsidiary, the Borrowers shall be obligated to reimburse, indemnify and compensate the
applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit as if such Letter of Credit had been issues
solely for the account of a Borrower. Each Borrower irrevocably waives any and all defenses that might otherwise be available to it
as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. Each Borrower
hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of such Borrower,
and that such Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.
(r) Conflict
with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof
shall control.
2.04 Swing Line Loans.
(a) The
Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other
Revolving Credit Lenders set forth in this Section 2.04, may make loans in Dollars (each such loan, a “Swing Line Loan”)
to the Company from time to time on any Business Day during the Revolving Credit Availability Period in an aggregate amount not to exceed
at any time outstanding the Swing Line Sublimit; provided, however, that (x) after giving effect to any Swing Line Loan,
(i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (ii) the Revolving Credit Exposure of
any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the Company shall not use the proceeds
of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to
make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has,
or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof,
the Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04.
Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing
Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times
the amount of such Swing Line Loan.
(b) Borrowing
Procedures. Each Swing Line Borrowing shall be made only upon the Company’s irrevocable notice to the Swing Line Lender
and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any
telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan
Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the
requested borrowing date, and shall specify (x) the amount to be borrowed, which shall be a minimum of $100,000 and (y) the
requested Borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any telephonic Swing
Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative
Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice from the Administrative
Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing
(A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the
first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not
then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 3:00 p.m. on the
borrowing date specified in such Swing Line Loan Notice, make the applicable Swing Line Loan available to the Company at its office
by (1) crediting the account of the Company on the books of the Swing Line Lender in Same Day Funds or (2) wire transfer of such
funds in accordance with instructions provided to (and reasonably acceptable to) the Swing Line Lender by the Company.
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(c) Refinancing of Swing Line Loans.
(i) The
Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes
the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such
Lender’s Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in
writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section
2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans but subject to the
unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish
the Company with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving
Credit Lender shall make an amount equal to its Applicable Revolving Credit Percentage of the amount specified in such Loan Notice available
to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office for
Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii),
each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Company in such amount.
The Administrative Agent shall remit the funds so received to the Swing Line Lender.
(ii) If
for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i),
the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line
Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit
Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall
be deemed payment in respect of such participation.
(iii) If
any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required
to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i),
the Swing Line Lender shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand,
such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately
available to the Swing Line Lender at a rate per annum equal to the greater of the applicable Overnight Rate from time to time in effect
and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount
(with interest and fees as aforesaid), the amount so paid (excluding such interest payable by the Lender to the Administrative Agent)
shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or funded participation
in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative
Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.
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(iv) Each
Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line
Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line
Lender, the Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other
occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving
Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions
set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the
Company to repay Swing Line Loans, together with interest as provided herein.
(d) Repayment of Participations.
(i) At
any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender
receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Applicable
Revolving Credit Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during
which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.
(ii) If
any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by
the Swing Line Lender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into
by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Applicable Revolving
Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date
such amount is returned, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The Administrative Agent
will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment
in full of the Obligations and the termination of this Agreement.
(e) Interest
for Account of the Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Company for interest on the Swing
Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to
refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan, interest in respect of such
Applicable Revolving Credit Percentage shall be solely for the account of the Swing Line Lender.
(f) Payments
Directly to Swing Line Lender. The Company shall make all payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.
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2.05 Prepayments.
(a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time, voluntarily
prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (i) such notice
must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00
a.m. (A) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (B) four (4) Business Days prior to any date of
prepayment of any Daily RFR Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans or
Daily RFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any
prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in
each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the
effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify
the date, amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid,
the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice,
and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the
applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable
on the date specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together
with any additional amounts (if applicable) required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans
pursuant to this Section 2.05(a) shall be applied ratably between the Three-Year Term Loan
Facility and the Eighteen Month Term Loan Facilityto
the outstanding Term Loans under either Term Facility as directed by the Company, and subject to Section 2.17, each
such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each
of the relevant Facility. Subject to Section 2.17, each such prepayment of Revolving Credit Loans shall be
applied to the Revolving Credit Loans of the Lenders in accordance with their respective Applicable Percentage.
(b) The
Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing
Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be
in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given
by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the
date specified therein.
(c) If
for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrowers shall
immediately prepay Revolving Credit Loans or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal
to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant
to this Section 2.05(c) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving
Credit Outstandings exceed the Revolving Credit Facility at such time. The Administrative Agent may, at any time and from time to time
after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the
results of exchange rate fluctuations.
(d) If
the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans denominated in Alternative
Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two (2) Business
Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans in an aggregate amount sufficient to reduce such
Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.
58
2.06 Termination or Reduction of Commitments.
(a) Optional. The
Company may, upon notice to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the
Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the
Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00
a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate
amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the
Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit
Outstandings would exceed the Revolving Credit Facility; (iv) if, after giving effect to any reduction of the Revolving Credit
Facility, the Swing Line Sublimit or the Letter of Credit Sublimit exceeds the amount of the Revolving Credit Facility, the Swing
Line Sublimit or the Letter of Credit Sublimit, as the case may be, shall be automatically reduced by the amount of such excess; and
(v) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other
transactions or events. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of
Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.06. Upon any reduction of the
Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such
Lender’s Applicable Revolving Credit Percentage of such reduction amount. All fees in respect of the terminated portion of the
Revolving Credit Facility accrued until the effective date of any termination of such portion of the Revolving Credit Facility shall
be paid on the effective date of such termination.
(b) Mandatory.
(i) The
aggregate Three-Year Term Loan Commitments shall be automatically and permanently reduced to zero after the end of the Term Availability
Period.
(ii) The
aggregate Eighteen Month2026
Term Loan Commitments shall be automatically and permanently reduced to zero afteron
the enddate of the
2026 Term Availability PeriodLoan
Borrowing.
(iii) The
aggregate Revolving Credit Commitments shall be automatically and permanently reduced to zero on December 31, 2025; provided that
this Section 2.06(b)(iii) shall only apply in the event that the Initial Spin-Off Date has not occurred on or prior to December
31, 2025.
(iv) If
after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.06, the Letter of Credit
Sublimit or the Swing Line Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit or the Swing Line
Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.
2.07 Repayment
of Loans. (a) Each Borrower shall repay to the Revolving Credit Lenders on the Maturity Date for the Revolving Credit Facility the
aggregate principal amount of Revolving Credit Loans made to such Borrower outstanding on such date.
(b) The Company shall repay each Swing Line
Loan on the earlier to occur of (i) the date ten( 10) Business Days after such Loan is made and (ii) the Maturity Date for the
Revolving Credit Facility. Swing Line Loans outstanding on the date of a Revolving Credit Borrowing shall also be repaid with the
proceeds of such Borrowing as provided in Section 2.02(b).
(c) The
Company shall repay to the Three-Year Term Loan Lenders on the Maturity Date for the Three-Year Term Loan Facility the aggregate principal
amount of all Three-Year Term Loans outstanding on such date.
(d) The
Company shall repay to the Eighteen Month2026
Term Loan Lenders on the Maturity Date for the Eighteen Month2026
Term Loan Facility the aggregate principal amount of all Eighteen Month2026
Term Loans outstanding on such date.
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2.08 Interest. (a)
Subject to the provisions of subsection (b) below, (i) each Term SOFR Loan under a Facility shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to Term SOFR for such Interest Period plus the
Applicable Rate; (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; (iii) each Swing Line Loan shall bear
interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate
plus the Applicable Rate for the Revolving Credit Facility; and (iv) each Daily RFR Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to the applicable Daily Simple RFR plus the
Applicable Rate for the Revolving Credit Facility.
(b) If
any amount payable by any Borrower under any Loan Document is not paid when due (after giving effect to any applicable grace periods),
whether at stated maturity, by acceleration or otherwise, such overdue amount shall thereafter bear interest at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws. Furthermore, upon the request
of the Required Lenders, while any other Event of Default exists, each Borrower shall pay interest on the principal amount of all outstanding
Obligations at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable
Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(c) Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified
herein. On each Interest Payment Date for a Base Rate Loan, interest accrued on such Loan to but excluding such Interest Payment Date
shall be due and payable. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and
before and after the commencement of any proceeding under any Debtor Relief Law.
2.09 Fees.
(a) Facility
Fee. The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable
Revolving Credit Percentage (subject to Section 2.17 with respect to any Defaulting Lender), a facility fee in Dollars equal to
the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated,
on the Outstanding Amount of all Revolving Credit Loans, Letters of Credit and Swing Line Loans), regardless of usage. The facility fee
shall accrue at all times, commencing on the Contribution Date and for the remainder of during the Revolving Credit Availability Period
(and thereafter so long as any Revolving Credit Loans, Letters of Credit or Swing Line Loans remain outstanding), including at any time
during which one or more of the conditions in Article IV is not met. The facility fee shall be due and payable quarterly in arrears
on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Contribution
Date, and on the Maturity Date for the Revolving Credit Facility (and, if applicable, thereafter on demand). On each such payment date
all facility fees which have accrued to but excluding any such payment date shall be due and payable. The facility fee shall be calculated
quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed
and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
(b) Ticking Fee. The
Company shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its applicable Commitment
under such Term Facility, a ticking fee in Dollars with respect to such Term Facility equal to the Applicable Rate times the actual
daily amount of the undrawn Commitments under such Term Facility. Such fee for the Three-Year Term Loan Facility shall accrue from and
including the date that is 90 days after the Contribution Date and shall be due and payable (if applicable) on the earlier to occur of
(i) the date upon which the full amount of the Three Year Term Loan Facility is funded and (ii) the termination or expiration of the
Three-Year Term Loan Commitments (including for the avoidance of doubt, at the end of the Term Availability Period). Such fee for
the Eighteen Month Term Loan Facility shall accrue from and including the date that is 90 days after the Contribution Date and shall
be due and payable (if applicable) on the earlier
to occur of (i) the date upon which the full amount of the Eighteen Month Term Loan Facility is funded and (ii) the termination or expiration
of the Eighteen Month Term Loan Commitments (including for the avoidance of doubt, at the end of the Term Availability Period). Such
fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
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(c) Other
Fees. (i) The Company shall pay to the Arrangers and the Administrative Agent for their own respective accounts, in Dollars, fees
in the amounts and at the times specified in the Fee Letters or otherwise separately agreed in writing. Such fees shall be fully earned
when paid and shall not be refundable for any reason whatsoever.
(ii) The Company
shall pay to the Lenders, in Dollars, such fees as shall have been separately agreed upon in writing in the amounts and at the times so
specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.
(a) All
computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to Term SOFR) shall be made on the basis
of a year of 365 or 366 days, as the case may be, and actual days elapsed. All computations of interest for Daily RFR Loans shall be made
on the basis of a year as set forth on Schedule 2.10 for such Alternative Currency and actual days elapsed. All other computations
of fees and interest, including those with respect to Term SOFR Loans, shall be made on the basis of a 360-day year and actual days elapsed
(which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue
on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan
or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section
2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.
(b) If,
as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company
or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the Company as of any applicable date was inaccurate
and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for the applicable period,
the Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders
or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual
or deemed entry of an order for relief with respect to the Company under the Bankruptcy Code of the United States, automatically and without
further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and
fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This clause (b)
shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Section 2.03(f),
2.03(j) or 2.08(b) or under Article VIII. The Company’s obligations under this subsection shall survive the
termination of the Aggregate Commitments and the repayment of all other Obligations hereunder for a period of two years from the date
of such termination.
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2.11 Evidence of
Debt. (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such
Lender and by the Administrative Agent in the ordinary course of business. The Administrative Agent shall maintain the Register in
accordance with Section 11.07(c). The accounts or records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and
payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of
the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts
and records maintained by any Lender and the Register, the Register shall control in the absence of manifest error. Upon the request
of any Lender to a Borrower made through the Administrative Agent, such Borrower shall execute and deliver to such Lender (through
the Administrative Agent) a Note, which shall evidence such Lender’s Loans to such Borrower in addition to such accounts or
records. Each Lender may attach schedules to its Notes and endorse thereon the date, Type (if applicable), amount, currency and
maturity of its Loans and payments with respect thereto.
(b) In addition
to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance
with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and
Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts
and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence
of manifest error.
2.12 Payments Generally;
Administrative Agent’s Clawback.
(a) General.
All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on any Revolving
Credit Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars
and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments
by the Borrowers hereunder with respect to principal and interest on Revolving Credit Loans denominated in an Alternative Currency shall
be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative
Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative
Agent on the dates specified herein. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder
in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment
amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the
Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative
Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and
any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than
a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest
or fees, as the case may be.
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(b) (i) Funding by
Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to
the proposed date of any Borrowing of Term SOFR Loans or Daily RFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior
to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such
Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such
date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share
available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make
available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree
to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each
day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the
Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the applicable Overnight Rate and a
rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B)
in the case of a payment to be made by such Borrower, the interest rate applicable to Base Rate Loans, or in the case of Alternative
Currencies, in accordance with such market practice, in each case, as applicable. If such Borrower and such Lender shall pay such
interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such
Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable
Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.
Any payment by such Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed
to make such payment to the Administrative Agent.
(ii) Payments
by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior
to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuers hereunder that such
Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuers, as the case may be, the amount due.
With respect to
any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuers hereunder as to which the Administrative
Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred
to as the “Rescindable Amount”): (1) the applicable Borrower has not in fact made such payment; (2) the Administrative
Agent has made a payment in excess of the amount so paid by such Borrower (whether or not then owed); or (3) the Administrative Agent
has for any reason otherwise erroneously made such payment; then each of the Lenders or the L/C Issuer, as the case may be, severally
agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or the L/C Issuer,
as the case may be, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it
to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation.
A notice of the Administrative
Agent to any Lender, any L/C Issuer or Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent
manifest error.
(c) Failure
to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender
to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower
by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied
or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender)
to such Lender, without interest.
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(d) Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Credit Loans and to fund participations
in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.05(b) are several and not joint. The failure
of any Lender to make any Revolving Credit Loan or to fund any such participation or to make any payment pursuant to Section 11.05(b)
on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender
shall be responsible for the failure of any other Lender to so make its Revolving Credit Loan or purchase its participation or to make
its payment pursuant to Section 11.05(b).
(e) Funding
Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
2.13 Sharing
of Payments by Lenders. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Revolving
Credit Loans made by it, or the participations in Letters of Credit or Swing Line Loans held by it, any payment (whether voluntary, involuntary,
through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof,
such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations
in the Revolving Credit Loans made by them and/or such subparticipations in the participations in Letters of Credit or Swing Line Loans
held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such
Revolving Credit Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if
all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described
in Section 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase
shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, without
interest thereon. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted
by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such
participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Administrative
Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation
pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other
communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing
Lender were the original owner of the Obligations purchased. The provisions of this Section shall not be construed to apply to (x) any
payment made by or on behalf of the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application
of funds arising from the existence of a Defaulting Lender), or (y) any payment obtained by a Lender as consideration for the assignment
of or sale of a participation in any of its Revolving Credit Loans, Letters of Credit or Swing Line Loans to any assignee or participant,
other than an assignment to the Company or any Affiliate thereof (as to which the provisions of this Section shall apply).
Each Loan Party consents
to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.
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2.14
Designated Borrowers. (a) The Company may at any time after the Closing Date, upon not less than 15 Business Days’ notice
from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole
discretion), designate any wholly owned Domestic Subsidiary of the Company (an “Applicant Borrower”) as a
Designated Borrower to receive Revolving Credit Loans hereunder by delivering to the Administrative Agent (which shall promptly
deliver counterparts thereof to each Revolving Credit Lender) a duly executed notice and agreement in substantially the form of Exhibit
E (a “Designated Borrower Request and Assumption Agreement”). The Administrative Agent shall provide each
Revolving Credit Lender with a copy of each Designated Borrower Request and Assumption Agreement promptly upon receipt thereof. The
parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities
provided for herein the Administrative Agent shall have received (i) such supporting resolutions, incumbency certificates, opinions
of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as
may be required by the Administrative Agent in its sole reasonable discretion (including, without, limitation, (A) documentation and
information to evaluate any withholding tax or regulatory matters under Applicable Laws as may arise in respect of any Revolving
Credit Loans made to such Applicant Borrower and the manner in which Term SOFR Loans or Daily RFR Loans may be made available to
such Applicant Borrower and (B) such other reasonable documentation and information required by bank regulatory authorities under
applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act
and the Beneficial Ownership Regulation, to the extent reasonably requested by any Revolving Credit Lender through the
Administrative Agent) and (ii) Notes signed by such Applicant Borrower to the extent any Revolving Credit Lender so requires.
Promptly following receipt of all such requested documents and information from an Applicant Borrower, the Administrative Agent
shall send a notice in substantially the form of Exhibit F (a “Designated Borrower Notice”) to the Company
and the Revolving Credit Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated
Borrower for purposes hereof. Upon the effective date specified in a Designated Borrower Notice, the Designated Borrower designated
therein may request Revolving Credit Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees
that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice
may be submitted by or on behalf of such Designated Borrower until the Business Day following such effective date. If an Applicant
Borrower is unable to provide the documentation or other information requested by the Administrative Agent as a condition to such
Applicant Borrower being entitled to request Revolving Credit Loans hereunder, notwithstanding anything contrary contained in this
Agreement, such Applicant Borrower shall not be entitled to receive any Revolving Credit Loans and shall not be a Borrower with
respect to Revolving Credit Loans (and the Designated Borrower Notice for such Applicant Borrower shall so indicate).
(b) The
Obligations of the Company and each Designated Borrower shall be joint and several in nature. The Obligations of each Designated Borrower
shall be guaranteed by the Company pursuant to the Company Guaranty.
(c) Each Subsidiary of the
Company that becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the
Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and
receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all
modifications hereto, and (iii) the receipt of the proceeds of any Revolving Credit Loans made by the Revolving Credit Lenders, to
any such Designated Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise
be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if
given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent,
acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this
Agreement shall be deemed to have been delivered to each Designated Borrower.
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(d) If
any Revolving Credit Lender determines that it would be (i) unlawful under Applicable Law or (ii) that any Governmental Authority has
asserted that it is unlawful for such Revolving Credit Lender to make, maintain or fund Revolving Credit Loans to an Applicant Borrower,
then such Revolving Credit Lender may deliver written notice of such determination not later than ten (10) Business Days following receipt
by such Revolving Credit Lender of the applicable Designated Borrower Request and Assumption Agreement for such Applicant Borrower pursuant
to Section 2.14(a), which notice shall describe in reasonable detail the Law or assertion of a Governmental Authority giving rise
to such impediment. The Company shall have the right to replace any Revolving Credit Lender delivering such a notice as provided in Section
11.14. Following delivery of such notice by a Revolving Credit Lender with respect to an Applicant Borrower the Administrative Agent
shall not deliver a Designated Borrower Notice confirming such Applicant Borrower as a Designated Borrower which is permitted to request
Revolving Credit Loans hereunder unless and until such Revolving Credit Lender has been replaced pursuant to Section 11.14.
(e) The
Company may from time to time, upon not less than five (5) Business Days’ notice from the Company to the Administrative Agent (or
such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status
as such, provided that there are no outstanding Revolving Credit Loans payable by such Designated Borrower, or other amounts payable
by such Designated Borrower on account of any Revolving Credit Loans made to it, as of the effective date of such termination; provided
that any such termination shall not release such Designated Borrower from any obligations that arose prior to such termination. The Administrative
Agent will promptly notify the Company and the Revolving Credit Lenders of any such termination of a Designated Borrower.
2.15 Increase
in Commitments. (a) Request for Increase. The Company may, from time to time, request by notice to the Administrative Agent
(x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”) or (y) one or more
term loan tranches to be made available to the Company (each, an “Incremental Term Loan”; each Incremental Term Loan
and each Revolving Credit Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the
principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental
Increase) shall not exceed $500,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $50,000,000
(or a lesser amount in the event such amount represents all remaining availability under this Section) and the Company may make a maximum
of five such requests; (iii) no Revolving Credit Increase shall increase the Swing Line Sublimit without the consent of the Swing Line
Lender; (iv) each Incremental Term Loan shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental
Term Loans and the Company; (v) except as provided above, all other terms and conditions applicable to any Incremental Term Loan shall
be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Company (it
being understood that if any terms taken as a whole are materially more favorable to the applicable Lenders providing such Incremental
Term Loan than those applicable under this Agreement, as reasonably determined by the Administrative Agent, then that shall constitute
a reasonable basis for the Administrative Agent not to be satisfied with such terms); and (vi) each Incremental Increase shall constitute
Obligations hereunder and shall be guaranteed, to the extent constituting Obligations of any Designated Borrower, pursuant to the terms
of the Company Guaranty on a pari passu basis with the other Obligations hereunder.
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(b) Process for
Increase. Incremental Increases may be (but shall not be required to be) provided by any existing Lender, in each case on terms
permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Company and the Administrative Agent, or
by any other Person that qualifies as an Eligible Assignee (each such other Person, an “Additional Lender”)
pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent; provided that (i)
the Administrative Agent shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned)
to each proposed Additional Lender providing such Incremental Increase to the extent the Administrative Agent would be required to
consent to an assignment to such Additional Lender pursuant to Section 11.07(b)(iii) and (ii) in the case of any Revolving
Credit Increase, the Swing Line Lender shall have consented (in each case, such consent not to be unreasonably withheld, delayed or
conditioned) to each such Lender or proposed Additional Lender providing such Revolving Credit Increase if such consent by the Swing
Line Lender would be required under Section 11.07(b)(iii) for an assignment of Revolving Credit Loans or Revolving Credit
Commitments to such Lender or proposed Additional Lender; provided further that the Company shall not be required to offer or
accept Commitments from existing Lenders for any Incremental Increase. No Lender shall have any obligation to increase its Revolving
Credit Commitment or participate in any Incremental Term Loan, as the case may be, and no consent of any Lender, other than the
Lenders agreeing to provide any portion of an Incremental Increase, shall be required to effectuate such Incremental Increase.
(c) Effective
Date and Allocations. The Administrative Agent and the Company shall determine the effective date of any Incremental Increase (the
“Increase Effective Date”), which shall be a date not less than ten (10) Business Days after the date on which such
notice is delivered to the Administrative Agent. The Administrative Agent shall promptly notify the Company and the Lenders of the final
allocation of such Incremental Increase and the Increase Effective Date.
(d) Conditions to Effectiveness of Increase.
(i)
As a condition precedent to each Incremental Increase, the Company shall (x) deliver to the Administrative Agent a certificate of
the Company and, in connection with a Revolving Credit Increase, of each other Borrower, dated as of the Increase Effective Date,
signed by a Responsible Officer of the Company or each other Borrower, as applicable, and (A) certifying and attaching the
resolutions adopted by the Company or other each Borrower, as applicable, approving or consenting to such Incremental Increase
(which, with respect to any such Borrower, may, if applicable, be the resolutions entered into by such Borrower in connection with
the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect
to such Incremental Increase, as of the Increase Effective Date no Default or Event of Default shall exist and be continuing, (2)
immediately after giving effect to such Incremental Increase, as of the Increase Effective Date the Company shall be in pro forma compliance
(after giving effect to the incurrence of such Incremental Increase and the use of proceeds thereof (other than any cash funded to
the consolidated balance sheet of the Company)) with the financial covenant contained in Section 7.04 and (3) the
representations and warranties of the Borrowers contained in Article V or any other Loan Document, or which are contained in
any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or,
with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on
and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct in all material respects (or, with respect to representations and warranties
modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that for
purposes of this clause (d)(i)(B)(3), the representations and warranties contained in Sections 5.05(a) and (b)
shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively; provided
that (x) if such Incremental Increase is being provided in connection with a Limited Conditionality Acquisition, such certificate
shall provide that the above requirements were satisfied in accordance with Section 1.11 and (y)(1) upon the reasonable
request of any Lender made at least five (5) days prior to the Increase Effective Date, the Borrowers shall have provided to such
Lender the documentation and other information so requested in connection with applicable “know your customer” and
anti-money-laundering rules and regulations, including the Act, in each case at least two (2) days prior to the Increase Effective
Date and (2) at least five (5) days prior to the Increase Effective Date, if any Borrower qualifies as a “legal entity
customer” under the Beneficial Ownership Regulation, the applicable Borrower shall deliver a Beneficial Ownership
Certification. In addition, as a condition precedent to each Incremental Increase, the Company shall deliver or cause to be
delivered such other officer’s certificates, Organization Documents and legal opinions of the type delivered on the Closing
Date as are reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent (it being agreed
that the forms delivered on the Closing Date are satisfactory).
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(ii) Each
Revolving Credit Increase shall have the same terms as the outstanding Revolving Credit Loans and be part of the existing Revolving Credit
Facility hereunder. Upon each Revolving Credit Increase (x) each Revolving Credit Lender having a Revolving Credit Commitment immediately
prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Credit Lender providing
a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase,
and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed, a portion of such
Revolving Credit Lender’s participations hereunder in Swing Line Loans such that, after giving effect to each such deemed Assignment
and Assumption of participations, the percentage of the aggregate outstanding participations hereunder in Swing Line Loans, will, in each
case, equal each Revolving Credit Lender’s Applicable Percentage of the Revolving Credit Facility (after giving effect to such Revolving
Credit Increase) and (y) if, on the date of such increase there are any Revolving Credit Loans outstanding, the Revolving Credit Lenders
shall make such payments among themselves as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding
Revolving Credit Loans ratable with any revised Applicable Percentage of the Revolving Credit Facility arising from such Revolving Credit
Increase, and the Borrowers shall pay to the applicable Lenders any amounts required to be paid pursuant to Section 3.05 in connection
with such payments among the Revolving Credit Lenders as if such payments were effected by prepayments of Revolving Credit Loans.
(iii) To
the extent that any Incremental Increase shall take the form of an Incremental Term Loan, this Agreement may be amended to the extent
necessary (without the need to obtain the consent of any Lender other than the Lenders providing such Incremental Term Loans), in form
and substance reasonably satisfactory to the Administrative Agent, the Required Lenders and the Company, to include such terms as are
customary for a term loan commitment, including mandatory prepayments, assignments and voting provisions; provided that (A) if
any terms taken as a whole are materially more favorable to the applicable Lenders providing such Incremental Term Loan than those applicable
under this Agreement, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative
Agent not to be satisfied with such terms or amendment and (B) no such terms or amendment shall contravene any of the terms of the then
existing Loan Documents. On any Increase Effective Date on which any Incremental Increase in the form of an Incremental Term Loan is effective,
subject to the satisfaction of the terms and conditions in this Section 2.15, each Lender of such Incremental Term Loan shall make
an amount equal to its Commitment to such Incremental Term Loan available to the applicable Borrower(s), in a manner consistent with Borrowings
hereunder.
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(iv) As
a condition precedent to each Incremental Increase, all fees and expenses relating to each Incremental Increase, to the extent then due
and payable, shall have been paid in full.
(e) Conflicting Provisions. This Section
shall supersede any provisions in Section 2.13 or 11.01 to the contrary.
(f) Revised
Applicable Percentages. If any such increase has become effective, on the Increase Effective Date the Administrative Agent shall notify
each Revolving Credit Lender of their revised Applicable Percentage after giving effect to such increase.
2.16 Cash Collateral.
(a) Obligation
to Cash Collateralize. At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written request
of the Administrative Agent or an L/C Issuer (with a copy to the Administrative Agent), the Borrowers shall Cash Collateralize such L/C
Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.17(a)(iv)
and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.
(b) Grant
of Security Interest. The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, shall grant to (and
subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Revolving Credit
Lenders, and shall agree to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein,
and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations
to which such Cash Collateral may be applied pursuant to Section 2.16(c). If at any time the Administrative Agent determines that
Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or any L/C Issuer as herein provided,
or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrowers will, promptly upon demand
by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate
such deficiency (determined in the case of Cash Collateral provided pursuant to clause (a) above, after giving effect to Section
2.17(a)(iv) and any Cash Collateral provided by the Defaulting Lender). All Cash Collateral (other than credit support not constituting
funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at PNC. The Borrowers shall pay on demand
therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance
and disbursement of Cash Collateral.
(c) Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16 or
Sections 2.03, 2.05, 2.17 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction
of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting
Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other
application of such property as may otherwise be provided for herein.
(d) Release. Cash
Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be
released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto
(including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following
compliance with Section 11.07(b)(vi))) or (ii) the determination by the Administrative Agent and an L/C Issuer that there
exists excess Cash Collateral; provided, however, the Person providing Cash Collateral and such L/C Issuer may agree
that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other
obligations.
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2.17 Defaulting Lenders.
(a) Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time
as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:
(i) Waivers
and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as set forth in Section 11.01 and in the definition of “Required Lenders,” “Required
Revolving Lenders,” “Required Three-Year Term Loan Lenders” and “Required Eighteen
Month2026 Term Loan Lenders.”
(ii) Reallocation
of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of
that Defaulting Lender under any Loan Document (whether voluntary or mandatory, at maturity, pursuant to Article VIII or
otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section
11.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the
payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro
rata basis of any amounts owing by such Defaulting Lender to the L/C Issuers or the Swing Line Lender hereunder; third, to
Cash Collateralize the L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section
2.16; fourth, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan
in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by
the Administrative Agent; fifth, if so determined by the Administrative Agent and the Company, to be held in a non-interest
bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding
obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure
with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section
2.16; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or Swing Line Lender as a result of any
judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuers or the Swing Line Lender against such
Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so
long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a
court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed
by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or
L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made
or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or
waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro
rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time
as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in
accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv). Any payments, prepayments or other
amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash
Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each
Lender irrevocably consents hereto.
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(iii) Certain Fees.
(A) Each
Defaulting Lender shall be entitled to receive any facility fee pursuant to Section 2.09(a) or ticking fee pursuant to Section
2.09(b), as applicable, for any period during which that Lender is a Defaulting Lender only to extent allocable to the Outstanding
Amount of the Revolving Credit Loans or Term Loans, as applicable, funded by it (and the Company shall not be required to pay the remaining
amount of such fee that otherwise would have been required to have been paid to that Defaulting Lender).
(B) Each
Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only
to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral
pursuant to Section 2.16.
(C) With
respect to any fee payable under Section 2.09(a) or any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant
to clause (A) or (B) above, the Borrowers shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise
payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swing Line Loans
that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to any L/C Issuer and the Swing
Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C
Issuer’s or such Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining
amount of any such fee.
(iv) Reallocation
of Applicable Percentage to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations
and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentage (calculated
without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate
Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section
11.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender
arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting
Lender’s increased exposure following such reallocation.
(v) Cash
Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only
partially, be effected, the Borrowers shall within three (3) Business Days following notice by the Administrative Agent, without
prejudice to any right or remedy available to it hereunder or under Applicable Law, (x) first, prepay Swing Line Loans in an amount
equal to the Swing Line Lender Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in
accordance with the procedures set forth in Section 2.16.
(b) Defaulting Lender
Cure. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in their sole discretion that a
Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto,
whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include
arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of
outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause
the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata
basis by the Lenders in accordance with their Applicable Percentage (without giving effect to Section 2.17(a)(iv)), whereupon
that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to
fees accrued or payments made by or on behalf of the Company while that Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender
will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender.
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(c) New Swing Line
Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required to fund
any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan and
(ii) no L/C Issuer shall be required to issue, extend, increase, reinstate or renew any Letter of Credit unless it is satisfied that
it will have no Fronting Exposure after giving effect thereto.
2.18 Extension of Revolving
Credit Facility Maturity Date.
(a) Requests
for Extension. The Company may, by notice to the Administrative Agent (who shall promptly notify the Revolving Credit Lenders) not
earlier than the second anniversary of the Closing Date and not later than 35 days prior to the Maturity Date for the Revolving Credit
Facility then in effect hereunder (the “Existing Maturity Date”), make a request up to two (2) times pursuant to this
Section 2.18 that each Revolving Credit Lender extend such Lender’s Maturity Date with respect to the Revolving Credit Facility
for an additional one year from the Existing Maturity Date, which such request shall indicate the date by which each Revolving Credit
Lender shall respond to such request (which shall not be earlier than 30 days after the date the Administrative Agent is notified of such
request) (such date, the “Notice Date”) and the date on which such extension shall be effective (which shall not be
earlier than 35 days after the date the Administrative Agent is notified of such request, unless otherwise agreed by the Administrative
Agent in its sole discretion) (such date, the “Effective Date”).
(b) Lender
Elections to Extend. Each Revolving Credit Lender, acting in its sole and individual discretion, shall, by notice to the Administrative
Agent given on or prior to the Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension and each
Revolving Credit Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”) shall notify
the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date) and any Revolving
Credit Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender.
The election of any Revolving Credit Lender to agree to such extension shall not obligate any other Revolving Credit Lender to so agree.
(c) Notification
by Administrative Agent. The Administrative Agent shall notify the Company of each Revolving Credit Lender’s determination under
this Section promptly, and in any event not more than three (3) Business Days after the Notice Date.
(d) Additional
Commitment Lenders. The Company shall have the right to replace each Non-Extending Lender with, and add as “Revolving
Credit Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional
Commitment Lender”) as provided in Section 11.14; provided that each of such Additional Commitment Lenders
shall enter into an Assignment and Assumption executed at par pursuant to which such Additional Commitment Lender shall, effective
as of the Existing Maturity Date, undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already
a Revolving Credit Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment
hereunder on such date).
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(e) Minimum
Extension Requirement. If (and only if) the total of the Revolving Credit Commitments of the Revolving Credit Lenders that have agreed
so to extend their Maturity Date (each, an “Extending Lender”) and the additional Revolving Credit Commitments of the
Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately
prior to the Effective Date, then, effective as of the Effective Date, the Maturity Date of each Extending Lender and of each Additional
Commitment Lender shall be extended to the date falling one year after the Existing Maturity Date (except that, if such date is not a
Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall
thereupon become a “Revolving Credit Lender” for all purposes of this Agreement.
(f) Conditions to
Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent
(i) a certificate of each Borrower dated as of the Effective Date signed by a Responsible Officer of such Borrower (x) certifying
and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the
Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article
V and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier
shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof)
on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they are true and correct in all material respects (provided, that such materiality qualifier shall not
be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such
earlier date, and except that for purposes of this Section 2.18, the representations and warranties contained in subsections
(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections
(a) and (b), respectively, of Section 6.01, and (B) no Default exists or would result therefrom and (ii)(x) upon
the reasonable request of any Revolving Credit Lender made at least five (5) days prior to the Effective Date, the Borrowers shall
have provided to such Lender, the documentation and other information so requested in connection with applicable “know your
customer” and anti-money-laundering rules and regulations, including, the Act, in each case at least two (2) days prior to the
Effective Date and (y) at least five (5) days prior to the Effective Date, if any Borrower qualifies as a “legal entity
customer” under the Beneficial Ownership Regulation, the applicable Borrower shall deliver a Beneficial Ownership
Certification. In addition, on the Existing Maturity Date with respect to each Non-Extending Lender, the Borrowers shall prepay any
Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the
extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective
Revolving Credit Lenders effective as of such date.
(g) Amendment;
Sharing of Payments. In connection with any extension of the Maturity Date for the Revolving Credit Facility, the Company, the Administrative
Agent and each Extending Lender may make such amendments to this Agreement as the Administrative Agent determines to be reasonably necessary
to evidence the extension.
(h) Conflicting Provisions.
This Section shall supersede any provisions in Section 2.13 or 11.01 to the contrary.
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ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01 Taxes.
(a) Defined
Terms. For purposes of this Section 3.01, the term “Lender” includes any L/C Issuer and the term “Applicable
Law” includes FATCA.
(b) Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without
deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion
of any Loan Party or the Administrative Agent, as applicable (the “Withholding Agent”)) requires the deduction or withholding
of any Tax from any such payment by the applicable Withholding Agent, then the applicable Withholding Agent shall be entitled to make
such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance
with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary
so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable
under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction
or withholding been made.
(c) Payment
of Other Taxes by Borrowers. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable
Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
(d) Indemnification
by Borrowers. Each of the Loan Parties shall jointly and severally indemnify each Recipient, within 20 Business Days after demand
therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such
Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. Any such demand shall be made within 90 days of the earlier of
the date such Recipient pays such Indemnified Taxes to the relevant Governmental Authority or the date such Recipient first becomes aware
such Indemnified Taxes are payable by such Recipient. A certificate as to the amount of such payment or liability delivered to the Company
by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall
be conclusive absent manifest error.
(e) Indemnification by
the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any
Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 11.07(d) relating to the maintenance of
a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the
Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such
Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any
amount due to the Administrative Agent under this clause (e).
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(f) Evidence
of Payments. As soon as practicable after any payment of Taxes by the Company to a Governmental Authority as provided in this Section
3.01, the Company shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of any return required by Applicable Laws to report such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.
(g) Status of Lenders; Tax Documentation.
(i) Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall
deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent,
such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such
payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Company
or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Company
or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such Lender is subject
to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences,
the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(g)(ii)(A),
(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution
or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial
position of such Lender.
(ii) Without
limiting the generality of the foregoing, in the event that a Borrower is a U.S. Person,
(A) any
Lender that is a U.S. Person shall deliver to the Company and the Administrative Agent on or prior to the date on which such Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent),
executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(B) any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), whichever of the following
is applicable:
(I) in the case of a
Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of
interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or
reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to
any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from,
or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article
of such tax treaty;
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(II) executed copies of IRS Form W-8ECI;
(III) in the
case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate
substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank” within the meaning
of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section
881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S.
Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or
(IV) to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form
W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3,
IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender
is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such
Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct
and indirect partner;
(C) any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed copies of any other
form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by Applicable Law to permit the Company or the Administrative Agent
to determine the withholding or deduction required to be made; and
(D) if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were
to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the
Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by law and
at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by Applicable Law
(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company
or the Administrative Agent as may be necessary for the Loan Parties and the Administrative Agent to comply with their obligations under
FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct
and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to
FATCA after the Closing Date.
(iii) Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete
or inaccurate in any respect, it shall update such form or certification or promptly notify the Company and the Administrative Agent in
writing of its legal inability to do so.
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(h) Treatment
of Certain Refunds. Unless required by Applicable Laws, at no time shall the Administrative Agent have any obligation to file for
or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from
funds paid for the account of such Lender, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith,
that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party
has paid additional amounts pursuant to this Section 3.01, it shall pay to the Loan Party an amount equal to such refund (but only
to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the
Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest
(other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party,
upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this clause (h), in no event will the applicable Recipient be required to
pay any amount to the Loan Party pursuant to this clause (h) the payment of which would place the Recipient in a less favorable
net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had
not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never
been paid. This subsection shall not be construed to require any Recipient to make available its Tax returns (or any other information
relating to its Taxes that it deems confidential) to any Loan Party or any other Person.
(i) Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, the expiration and cancellation of
all Letters of Credit and the repayment, satisfaction or discharge of all other Obligations.
3.02 Illegality.
If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any
Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to Term SOFR or a Daily
Simple RFR, or to determine or charge interest rates based upon Term SOFR or a Daily Simple RFR or to purchase or sell, or to take deposits
of, any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Company through the Administrative
Agent, (a) any obligation of such Lender to make or maintain Daily RFR Loans in the affected currency or currencies or, in the case of
Loans denominated in Dollars, make or maintain Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans, shall, in each case,
be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on
which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender
shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of
the Base Rate, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to
such determination no longer exist. Each Lender agrees to designate a different Lending Office if such designation will avoid the need
for such notice and will not, in the reasonable and good faith judgment of such Lender, otherwise be materially disadvantageous to such
Lender.
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3.03 Inability to Determine
Rates; Administrative Agent and Lender Rights.
(a) Unascertainable.
If at any time, the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error)
that:
(i) any Interest Rate Option cannot be determined pursuant to the definition thereof;
or
(ii) with
respect to any Loan denominated in an Alternative Currency, a fundamental change has occurred in the foreign exchange or interbank markets
with respect to such Currency (including, without limitation, changes in national or international financial, political or economic conditions
or currency exchange rates or exchange controls);
then the Administrative
Agent shall have the rights specified in Section 3.03(b).
(b) Administrative
Agent’s and Lender’s Rights. In the case of any event specified in Section 3.03(a) above or Section 3.02,
the Administrative Agent shall promptly notify the Lenders and the Borrowers thereof.
(i) Upon
such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A)
the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such
Lender, to allow the Borrowers to select, convert to, renew, or continue a Loan under the affected Interest Rate Option in each such Currency
shall be suspended (to the extent of the affected Interest Rate Option, or the applicable Interest Period) until the Administrative Agent
shall have later notified the Company, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s
or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer
exist.
(ii) Upon
a determination by Administrative Agent under Section 3.03(a), (A) if the Company has previously notified the Administrative Agent
of its selection of, conversion to or renewal of an affected Interest Rate Option, and such Interest Rate Option has not yet gone into
effect, such notification shall (x) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for
selection of, conversion to or renewal of the Base Rate otherwise available with respect to such Loans in the amount specified therein
and (y) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case
to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (B) any outstanding affected Loans denominated
in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term SOFR Loans, at the end of the
applicable Interest Period, and (C) any outstanding affected Loans denominated in an Alternative Currency shall, at the Company’s
election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative
Currency) immediately or prepaid in full immediately; provided, however that absent notice from the Company of conversion
or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative
Currency).
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(iii) If any Lender
notifies the Administrative Agent of a determination under Section 3.02, the Borrowers shall, upon demand from such Lender
(with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all such Term
SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid
such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate), (x) with
respect to Term SOFR Loans, either, on the last day of the Interest Period therefor, if such Lender may lawfully continue to
maintain such Term SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loans
and (y) with respect to Daily RFR Loans, immediately, and if such notice asserts the illegality of such Lender determining or
charging interest rates based upon Term SOFR, the Administrative Agent shall during the period of such suspension compute the Base
Rate applicable to such Lender without reference to the Term SOFR component thereof until the Administrative Agent is advised in
writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon Term SOFR. Upon
any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together
with any additional amounts required pursuant to Section 3.05.
(c) Benchmark Replacement Setting.
(i) Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its
related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for any Currency, then (A) if a Benchmark
Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark
Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect
of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party
to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (2) of
the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such
Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City
time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment
to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent
has not received, by such time, written notice from Lenders comprising the Required Lenders (or Required Revolving Lenders with respect
to any Alternative Currency) of objection to, with respect to a Benchmark Replacement determined in accordance with clause (2)
of the definition of “Benchmark Replacement”, such Benchmark Replacement.
(ii) Benchmark
Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement,
the Administrative Agent may make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any
other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of
any other party to this Agreement or any other Loan Document.
(iii) Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Company and the Lenders of (A) the
implementation of any Benchmark Replacement, and (B) the effectiveness of any Conforming Changes in connection with the use,
administration, adoption, or implementation of a Benchmark Replacement. The Administrative Agent will notify the Company of (x) the
removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (y) the commencement of any
Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if
applicable, any Lender (or group of Lenders) pursuant to this Section, including any determination with respect to a tenor,
rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from
taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole
discretion and without consent from any other party to this Agreement or any other Loan Document except, in each case, as expressly
required pursuant to this Section.
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(iv) Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in
connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate or based on a term
rate and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate
from time to time as selected by the Administrative Agent in its reasonable discretion or (2) the regulatory supervisor for the
administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such
Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest
Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable
or non-representative tenor; and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently
displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer,
subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then
the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all
Benchmark settings at or after such time to reinstate such previously removed tenor.
(v) Benchmark
Unavailability Period. Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect
to a given Benchmark, the Borrowers may revoke any pending request for a Loan bearing interest based on or with reference to such Benchmark
or conversion to or continuation of Loans bearing interest based on or with reference to the affected Benchmark to be made, converted
or continued during any Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have converted any such request
into a request for a Loan or conversion to Loans denominated in Dollars (in the case of Loans denominated in an Alternative Currency,
in an amount equal to the Dollar Equivalent of such Alternative Currency) bearing interest under the Base Rate. During a Benchmark Unavailability
Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon
the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.
(vi) Definitions. As used in this Section:
“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark for any Currency, as applicable,
if such Benchmark for such Currency is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining
the length of an interest period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor of
such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (iv) of this Section.
“Benchmark”
means, initially, with respect to Obligations, interest, fees, commissions, or other amounts denominated in, or calculated with
respect to, (a) Dollars, Term SOFR or (b) Euros, Sterling, or Yen, the Daily Simple RFR applicable for such Currency; provided
that if a Benchmark Transition Event has occurred with respect to the then-current Benchmark, then “Benchmark” means the
applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to
this Section.
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“Benchmark
Replacement” means, with respect to any Benchmark Transition Event, the first applicable alternative set forth in the order
below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:
(1) where the Benchmark is Term SOFR: Daily Simple SOFR; and
(2)
the sum of (A) the alternate benchmark rate that has been selected by the Administrative Agent and the Company, giving due
consideration to (x) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by
the Relevant Governmental Body or (y) any evolving or then-prevailing market convention for determining a benchmark rate as a
replacement to the then-current Benchmark for syndicated credit facilities denominated in the applicable Currency at such time and
(B) the related Benchmark Replacement Adjustment;
provided,
that if the Benchmark Replacement as determined pursuant to the foregoing would be less than zero percent, the Benchmark Replacement will
be deemed to be zero percent for the purposes of this Agreement and the other Loan Documents; and provided further, that any Benchmark
Replacement shall be administratively feasible as determined by the Administrative Agent in its sole discretion.
“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement,
the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero),
that has been selected by the Administrative Agent and the Company, giving due consideration to (A) any selection or recommendation of
a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining
a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Currency at such time.
“Benchmark
Replacement Date” means a date and time determined by the Administrative Agent, which date shall be no later than the
earliest to occur of the following events with respect to the then-current Benchmark for any Currency:
(1) in the case of clause
(1) or (2) of the definition of “Benchmark Transition Event,” the later of (A) the date of the public
statement or publication of information referenced therein and (B) the date on which the administrator of such Benchmark (or the
published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component
thereof) or, if such Benchmark is a term rate or is based on a term rate, all Available Tenors of such Benchmark (or such component
thereof); or
(2) in the case
of clause (3) of the definition of “Benchmark Transition Event,” the date determined by the Administrative Agent,
which date shall promptly follow the date of the public statement or publication of information referenced therein;
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For the avoidance
of doubt, if such Benchmark is a term rate or is based on a term rate, the “Benchmark Replacement Date” will be deemed to
have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event
or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the
calculation thereof).
“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark for
any Currency:
(1) a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof)
or, if such Benchmark is a term rate or is based on a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently
or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to
provide any Available Tenor of such Benchmark (or such component thereof);
(2) a
public statement or publication of information by a Governmental Authority having jurisdiction over the Administrative Agent, the regulatory
supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board,
the Federal Reserve Bank of New York, the central bank for the Currency applicable to such Benchmark, an insolvency official with jurisdiction
over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such
Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such
Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide
such Benchmark (or such component thereof) or, if such Benchmark is a term rate or is based on a term rate, all Available Tenors of such
Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there
is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term
rate or is based on a term rate, any Available Tenor of such Benchmark (or such component thereof); or
(3) a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) or a Governmental Authority having jurisdiction over the Administrative Agent announcing that
such Benchmark (or such component thereof) or, if such Benchmark is a term rate or is based on a term rate, all Available Tenors of such
Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
For the
avoidance of doubt, if such Benchmark is a term rate or is based on a term rate, a “Benchmark Transition Event” will be
deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has
occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation
thereof).
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“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if,
at such time, no Benchmark Replacement has replaced the then-current Benchmark for any Currency for all purposes hereunder and under any
Loan Document in accordance with this Section 3.03(c) titled “Benchmark Replacement Setting” and (y) ending at the
time that a Benchmark Replacement has replaced the then-current Benchmark for such Currency for all purposes hereunder and under any Loan
Document in accordance with this Section 3.03(c) titled “Benchmark Replacement Setting.”
“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
3.04 Increased Cost and Reduced Return.
(a) Increased Costs Generally. If any Change in Law shall:
(i) impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits
with or for the account of, or credit extended or participated in by, any Lender;
(ii) subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose
on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement, Term SOFR Loans made
by such Lender or Daily RFR Loans made by such Lender;
and the result of any of the foregoing shall be to increase the cost to such
Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to
reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount)
then, upon request of such Lender, the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender such
additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b) Capital
Requirements. If any Lender reasonably determines that any Change in Law affecting such Lender or any Lending Office of such
Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of
reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a
consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Swing Line Loans held by,
such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change
in Law (taking into consideration such Lender’s policies and the policies of such Lender’s or holding company with
respect to capital adequacy), then from time to time the Company will pay (or cause the applicable Designated Borrower to pay) to
such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such
reduction suffered.
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(c) Certificates
for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding
company, as the case may be, as specified in clauses (a) or (b) of this Section 3.04 and delivered to the Company
shall be conclusive absent manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable
averaging and attribution methods. The Company shall pay (or cause the applicable Designated Borrower to pay) such Lender the amount shown
as due on any such certificate within ten (10) days after receipt thereof.
(d) Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section
3.04 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that no Borrower shall
be required to compensate a Lender pursuant to the foregoing provisions of this Section 3.04 for any increased costs incurred or
reductions suffered more than 180 days prior to the date that such Lender notifies the Company of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving
rise to such increased costs or reductions is retroactive, then the 180 day period referred to above shall be extended to include the
period of retroactive effect thereof).
(e) Compensation.
Notwithstanding the above, a Lender shall not claim compensation for any amount under this Section 3.04 unless such Lender is requesting
reimbursement under similar provisions from similarly situated borrowers generally.
3.05 Compensation
for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Company shall promptly compensate
(or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:
(a) any
continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest
Period, relevant interest payment date or payment period, as applicable, for such Loan, if applicable (whether voluntary, mandatory, automatic,
by reason of acceleration, or otherwise);
(b) any
failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any
Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower;
(c) any
failure by any Borrower to make payment of any Loan denominated in an Alternative Currency on its scheduled due date or any payment thereof
in a different currency; or
(d) any
assignment of a Term SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Company
pursuant to Section 11.14;
excluding any loss of
anticipated profits, but including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or
from the performance of any foreign exchange contract. The Company shall also pay (or cause the applicable Designated Borrower to
pay) any customary administrative fees charged by such Lender in connection with the foregoing.
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For purposes of
calculating amounts payable by the Company (or the applicable Designated Borrower) to the Lenders under this Section 3.05, each
Lender shall be deemed to have funded each Term SOFR Loan made by it by a matching deposit or other borrowing in the offshore interbank
market for such currency for a comparable amount and for a comparable period, whether or not such Term SOFR Loan was in fact so funded.
3.06 Matters Applicable to all Requests for Compensation.
(a) Designation
of a Different Lending Office. Each Lender may make any Credit Extension to any Borrower through any Lending Office, provided
that the exercise of this option shall not affect the obligation of the Borrowers to repay such Credit Extension in accordance with the
terms of this Agreement. If any Lender requests compensation under Section 3.04, or any Borrower is required to pay any Indemnified
Taxes or additional amounts to any Lender, any L/C Issuer, or any Governmental Authority for the account of any Lender or any L/C Issuer
pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or such L/C Issuer
shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to
assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender or such
L/C Issuer, such designation or assignment (i) would reasonably be expected to eliminate or reduce amounts payable pursuant to Section
3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable,
and (ii) in each case, would not subject such Lender or such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender or such L/C Issuer, as the case may be. The Company hereby agrees to pay (or cause the
applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender or any L/C Issuer in connection with any
such designation or assignment.
(b) Replacement
of Lenders. Upon any Lender’s making a claim for compensation under Section 3.04, or if a Borrower is required to pay
any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section
3.01 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section
3.06(a), or if any Lender is a Defaulting Lender pursuant to Section 2.17, the Company may replace such Lender in accordance
with Section 11.14.
3.07 Survival.
All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments, repayment
of all other Obligations hereunder and resignation of the Administrative Agent.
ARTICLE IV
CONDITIONS PRECEDENT
4.01 Conditions
to Effectiveness. The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent:
(a) The Administrative
Agent’s receipt of the following, each of which shall be originals, facsimiles or electronic (pdf.) transmissions (followed
promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Company, each dated the
Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and
substance reasonably satisfactory to the Administrative Agent, the Syndication Agent and their legal counsel, and each of the
Lenders:
(i) executed
counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Company;
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(ii) Notes executed by the Company in favor of each Lender requesting Notes;
(iii) such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company
as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized
to act as a Responsible Officer in connection with this Agreement and the other Loan Documents;
(iv) such
documents and certifications as the Administrative Agent may reasonably require to evidence that the Company is duly organized or formed,
and is validly existing, in good standing in its jurisdiction of organization, including certified copies of the Company’s Organization
Documents, and certificates of good standing;
(v) a
favorable opinion of Wachtell, Lipton, Rosen & Katz, counsel to the Company, addressed to the Administrative Agent and each Lender;
and
(vi) a
certificate signed by a Responsible Officer of the Company certifying, as of the Closing Date, (A) that the conditions specified in Sections
4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Interim
Financial Statements that has had or would be reasonably expected to have, either individually or in the aggregate, a Material
Adverse Effect; and (C) the Consolidated Net Leverage Ratio determined as of the last day of the fiscal quarter ended March 28, 2025
(on a Pro Forma Basis after giving effect to the Three-Year Term Loan Borrowing, the Eighteen Month Term Loan Borrowing (as
defined in this Agreement immediately prior to the Amendment
No. 2 Effective Date) and the use of proceeds thereof).
(b) (i)
Upon the reasonable request of any Lender made at least five (5) days prior to the Closing Date, the Borrowers shall have provided to
such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with
applicable “know your customer” and anti-money-laundering rules and regulations, including, the Act, in each case at least
two (2) days prior to the Closing Date and (ii) at least two (2) days prior to the Closing Date, any Borrower that qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership
Certification.
(c) Such
other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or
the Required Lenders reasonably may require.
(d) Any
fees required to be paid on or before the Closing Date pursuant to the Loan Documents shall have been paid.
(e) Unless waived by the
Administrative Agent and the Syndication Agent, the Company shall have paid all Attorney Costs of the Administrative Agent and the
Syndication Agent to the extent invoiced at least two (2) Business Days prior to the Closing Date, plus such additional
amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the
closing proceedings (provided that (i) such estimate shall not thereafter preclude a final settling of accounts between the
Company, the Administrative Agent and the Syndication Agent and (ii) the Administrative Agent and the Syndication Agent may in their
discretion waive this condition without obtaining the consent of the Required Lenders).
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Without limiting
the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this
Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless
the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
4.02 Conditions
to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting
only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans) is subject to the following conditions precedent:
(a) The
representations and warranties of the Borrowers contained in Article V or any representations and warranties of any Loan Party
in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith,
shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that
any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such
Credit Extension (or, for the purposes of Section 4.01(a)(vi), as of the Closing Date), except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided
that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified
by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations
and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements
furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties
in subsection (c) of Section 5.05, subsection (b) of Section 5.06 and Section 5.10 need only be true
and correct on and as of the Closing Date.
(b) No
Default shall exist, or would result from such proposed Credit Extension (or, for the purposes of Section 4.01(a)(vi), from the
occurrence of the Closing Date).
(c) With
respect to the initial Credit Extension, (i) prior to or concurrently with such Credit Extension, the Contribution shall have occurred
and (ii) prior to or within one (1) Business Day of such Credit Extension the Initial Spin-Off Date shall have or will occur.
(d) The
Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit
Extension in accordance with the requirements hereof.
(e) If
the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a
Designated Borrower shall have been met to the satisfaction of the Administrative Agent.
(f) In
the case of a Revolving Credit Borrowing to be denominated in an Alternative Currency, there shall not have occurred any change in national
or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion
of the Administrative Agent or the Required Revolving Lenders would make it impracticable for such Borrowing to be denominated in the
relevant Alternative Currency.
Each Request for
Credit Extension (other than a Loan Notice requesting only a conversion of Loans denominated in Dollars to another Type (as applicable)
or a continuation of Term SOFR Loans) submitted by the Company shall be deemed to be a representation and warranty that the conditions
specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing or as of such
earlier date, as applicable.
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ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Company represents
and warrants, and each Designated Borrower represents and warrants (to the extent specifically applicable to such Designated Borrower),
to the Administrative Agent and the Lenders that:
5.01 Existence,
Qualification and Power; Compliance with Laws. Each Loan Party (a) is duly organized or formed, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all
requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii)
execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed
and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its
business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause
(b)(i), (c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect.
5.02 Authorization;
No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party,
have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms
of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of
(or the requirement to create) any Lien under, (i) any Contractual Obligation to which such Person is a party except to the extent that
such conflict, breach, contravention, Lien or violation could not reasonably be expected to have a Material Adverse Effect or (ii) any
order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject;
or (c) violate in any material respect any Law.
5.03 Governmental
Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with,
any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance
by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) any thereof as have been
obtained, taken or made on or prior to the Closing Date and remain in full force and effect, (ii) any reports required to be filed
by the Company with the SEC pursuant to the Securities Exchange Act of 1934; provided, that the failure to make any such
filings referred to in this clause (ii) shall not affect the validity or enforceability of this Agreement or the rights and
remedies of the Administrative Agent and the Lenders hereunder and (iii) those approvals, consents, exemptions, authorizations,
actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse
Effect.
5.04 Binding
Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and
delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will
constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in
accordance with its terms, except as may be limited by applicable Debtor Relief Laws and general principles of equity, regardless of
whether considered in a proceeding in equity or at law.
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5.05 Financial
Statements; No Material Adverse Effect. (a) The Interim Financial Statements (i) were prepared in accordance with GAAP, except
as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its
Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP, except
as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the
Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each
case, to the extent required to be reflected thereon pursuant to GAAP.
(b) The
unaudited consolidated balance sheet of the Company and its Subsidiaries most recently delivered to the Administrative Agent and the Lenders
pursuant to Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash
flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP, except as otherwise expressly noted therein,
(ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their
results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes
and to normal year-end audit adjustments, and (iii) show all material indebtedness and other liabilities, direct or contingent, of the
Company and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments
and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP.
(c) As
of the Closing Date, since the date of the Interim Financial Statements, there has been no event or circumstance, either individually
or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
5.06 Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company, threatened, at law, in equity,
in arbitration or before any Governmental Authority, by or against the Company or any of its Subsidiaries or against any of their properties
or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated
hereby, or (b) as of the Closing Date, except as set forth on Schedule 5.06 (based on facts and circumstances known to the Borrowers),
that, if determined adversely, could reasonably be expected to have a Material Adverse Effect.
5.07 No
Default. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this
Agreement or any other Loan Document.
5.08 Ownership
of Property; Liens. Each of the Company and each Subsidiary has good record title to, or valid leasehold interests in, all real property
necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The property of the Company and its Subsidiaries is subject to no Liens, other
than Liens permitted by Section 7.01.
5.09 Environmental
Compliance. The Company and its Subsidiaries are in compliance with all applicable Environmental Laws, except for any non-compliance
that could not reasonably be expected to have a Material Adverse Effect.
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5.10 ERISA Compliance.
(a) The
Company and each ERISA Affiliate have made all required contributions to each Plan maintained or contributed to by the Company or any
Subsidiary subject to Pension Funding Rules, and no application for a funding waiver or an extension of any amortization period pursuant
to Pension Funding Rules has been made with respect to any such Plan. To the knowledge of the company, with respect to all other Plans,
there have been no failures to make required contributions or no such applications.
(b) There
are no pending or, to the best knowledge of the Company, threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan maintained or contributed to by the Company or any Subsidiary that could reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan maintained
or contributed to by the Company or any Subsidiary that has resulted or could reasonably be expected to result in a Material Adverse Effect.
To the knowledge of the Company, with respect to all other Plans, there are no such pending or threatened actions or no such prohibited
transactions.
(c) (i)
No ERISA Event likely to result in a material liability for any Borrower has occurred or is reasonably expected to occur; (ii) no Pension
Plan has any Unfunded Pension Liability that could reasonably be expected to result in a Material Adverse Effect; (A) neither the Company
nor any ERISA Affiliate has incurred, or reasonably expects to incur, any material liability under Title IV of ERISA with respect to any
Pension Plan or Multiemployer Plan maintained or contributed to by the Company or any Subsidiary (other than premiums due and not delinquent
under Section 4007 of ERISA); (B) neither the Company nor any ERISA Affiliate has incurred, or reasonably expects to incur, any material
liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under
Sections 304 or 4201 of ERISA with respect to a Multiemployer Plan maintained or contributed to by the Company or any Subsidiary; (C)
neither the Company nor any ERISA Affiliate has engaged in a transaction that could reasonably be expected to be subject to Sections 4069
or 4212(c) of ERISA with respect to any Pension Plan or Multiemployer Plan maintained or contributed to by the Company or any Subsidiary;
and (D) no Pension Plan maintained or contributed to by the Company or any Subsidiary has been terminated by the plan administrator pursuant
to Section 4041(c) of ERISA thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected
to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any such Pension Plan (where, for Multiemployer Plans,
the occurrence of any such event or circumstance is to the knowledge of the Company).
(d) The
Borrowers represent and warrant as of the Closing Date that the Borrowers are not and will not be using “plan assets” (within
the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans
or the Commitments.
5.11 Margin
Regulations; Investment Company Act. (a) No Borrower is engaged or will engage, principally or as one of its important activities,
in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock.
(b) No Borrower
is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
5.12 OFAC. (a)
Neither the Company, nor any of its Subsidiaries, nor, to the knowledge of the Company, any director, officer, or employee of the
Company or any of its Subsidiaries, is an individual or entity that is (i) currently the target of any Sanctions or (ii) included on
OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment
Ban List, and (b) neither the Company, any Subsidiary nor, to the knowledge of the Company, any director or officer of the Company
or any Subsidiary is organized or resident in a Designated Jurisdiction, unless otherwise licensed by the Office of Foreign Assets
Control of the U.S. Department of the Treasury or the U.S. Department of State or otherwise authorized under Applicable Law.
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5.13 Anti-Corruption
Laws. The Company and its Subsidiaries have instituted and maintained policies and procedures designed to promote and achieve compliance
in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption
legislation in other jurisdictions.
5.14 Covered Entity. No Loan Party is a Covered Entity.
5.15 Affected Financial Institutions. No Loan Party is an Affected Financial Institution.
5.16 Beneficial
Ownership. As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and
correct in all respects.
ARTICLE VI
AFFIRMATIVE COVENANTS
So long as any
Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than (1)
contingent indemnification and reimbursement Obligations in respect of which no claim has been asserted and (2) other Obligations that
by their terms survive termination of this Agreement and/or the applicable Loan Documents), or any Letter of Credit shall remain outstanding,
the Company shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause
each Subsidiary to (provided that nothing in this Article VI shall be deemed to prohibit any aspect of the Separation Transactions
or the Fortive Payment):
6.01 Financial
Statements. Deliver to the Administrative Agent (for distribution to all Lenders), in form and detail reasonably satisfactory to the
Administrative Agent:
(a) as
soon as made publicly available, but in any event within 90 days after the end of each fiscal year of the Company, a consolidated balance
sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a financial statement report and
opinion of Ernst & Young or another independent certified public accountant of nationally recognized standing, which report and opinion
shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern”
or like qualification or exception or any qualification or exception as to the scope of such audit; and
(b) as
soon as made publicly available, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal
year of the Company, beginning with the financial statements for the fiscal quarter ending September 26, 2025, a consolidated balance
sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Company’s fiscal year then ended, setting
forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding
portion of the previous fiscal year, all in reasonable detail.
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As to any information
contained in materials furnished pursuant to Section 6.02(c), the Company shall not be separately required to furnish such information
under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Company to furnish
the information and materials described in subsections (a) and (b) above at the times specified therein.
6.02 Certificates;
Other Information. Deliver to the Administrative Agent (for distribution to all Lenders), in form and detail reasonably satisfactory
to the Administrative Agent:
(a) commencing
with fiscal quarter ending September 26, 2025, within one week following delivery of the financial statements referred to in Sections
6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Company;
(b) promptly
after any request by the Administrative Agent or any Lender, copies of any final management letter submitted to the board of directors
(or the audit committee of the board of directors) of the Company by independent accountants in connection with the accounts or books
of the Company, or any audit of the Company;
(c) promptly
after the same are available, copies of each annual report, proxy statement or other report or communication sent to the stockholders
of the Company, and copies of all annual, regular, periodic and current reports which the Company may file or be required to file with
the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative
Agent pursuant hereto;
(d) promptly
after the Company has notified the Administrative Agent of any intention by the Company to treat the Loans as being a “reportable
transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor
form;
(e) promptly,
such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with
the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request; and
(f) promptly
following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender for
purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without
limitation, the Act and the Beneficial Ownership Regulation.
Documents required to be
delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included
in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on
the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the
Company’s behalf on SyndTrak or another relevant website, if any, to which the Administrative Agent has access (whether a
commercial, third-party website or whether sponsored by the Administrative Agent); provided that (A) the Company shall
deliver paper copies of such documents to the Administrative Agent on behalf of any Lender that requires and reasonably requests the
Company to deliver such paper copies and (B) the Company shall provide to the Administrative Agent by electronic mail electronic
versions (i.e. soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Company shall be
required to provide copies (including by facsimile or other electronic means) of the Compliance Certificates required by Section
6.02(a) to the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery or to maintain
copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with
any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies
of such documents.
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Each Borrower hereby
acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials
and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by
posting the Borrower Materials on Syndtrak or another similar electronic system (the “Platform”) and (b) certain
of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive material non-public
information with respect to any Borrower or its securities) (each, a “Public Lender”). Each Borrower hereby
agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked
“PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page
thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the
Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material
non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state
securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be
treated as set forth in Section 11.08); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made
available through a portion of the Platform designated “Public Investor;” and (iv) the Administrative Agent and the
Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a
portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, no Borrower shall be under any
obligation to mark any Borrower Materials “PUBLIC”.
6.03 Notices. Notify the
Administrative Agent (x) in the case of clause (a) below, within five (5) days of any Responsible Officer obtaining actual
knowledge, (y) in the case of clause (f) below, upon such date, and (z) in all other cases, promptly upon any Responsible
Officer of the Company obtaining actual knowledge:
(a) of the occurrence of any Default;
(b) of
any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect;
(c) of
the occurrence of any ERISA Event which has resulted or would reasonably be expected to result in liability of the Company or any of its
Subsidiaries in an aggregate amount in excess of the Threshold Amount;
(d) of
any material change in accounting policies or financial reporting practices by the Company or any Subsidiary; and
(e) of the occurrence of the Contribution Date.
Each notice pursuant
to this Section shall be accompanied by a statement of a Responsible Officer of the Company setting forth details of the occurrence referred
to therein and stating what action the Company has taken and proposes to take with respect thereto. Each notice pursuant to Section
6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.
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6.04 Payment of
Obligations. Pay and discharge as the same shall become due and payable (subject to any applicable grace periods and tax
extensions): (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, and (b)
all lawful claims which, if unpaid, would by law become a Lien upon its property, except, in each case, (i) to the extent the same
are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves, if any, in accordance with
GAAP are being maintained by the Company or such Subsidiary or (ii) where such failure could not reasonably be expected to result in
a Material Adverse Effect.
6.05 Preservation
of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing (or equivalent
status) under the Laws of the jurisdiction of its organization or incorporation, as applicable, except (i) in a transaction permitted
by Section 7.02 or (ii) in the case of a Subsidiary of the Company, where the failure to do so could not reasonably be expected
to have a Material Adverse Effect; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises
necessary or desirable in the normal conduct of its business, except in a transaction permitted by Section 7.02 or to the extent
that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered
patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse
Effect.
6.06 Maintenance
of Properties. Maintain, preserve and protect all of its properties and equipment necessary in the operation of its business in good
working order and condition, ordinary wear and tear excepted, except where the failure to do so would not reasonably be expected to have
a Material Adverse Effect.
6.07 Anti-Corruption
Laws; Sanctions. Conduct its businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act
of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other applicable jurisdictions and with all applicable
Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions.
6.08 Compliance
with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable
to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree
is being contested in good faith by appropriate proceedings diligently conducted; and/or (b) the failure to comply therewith could not
reasonably be expected to have a Material Adverse Effect.
6.09 Inspection
Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any
of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to
discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable
times during normal business hours and as often as may be reasonably desired but not more than once a year unless an Event of
Default has occurred and is continuing, upon not less than ten (10) days advance notice to the Company given in accordance with Section
11.02; provided, however, that (a) when an Event of Default exists the Administrative Agent or any Lender (or any
of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any
time during normal business hours and without advance notice, (b) all visits or discussions by any Lender shall be coordinated
through the Administrative Agent and (c) a Responsible Officer of the Company shall be present during any discussions with the
Company’s independent public accountants.
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6.10 Compliance with
ERISA. Do, and cause each of its ERISA Affiliates to do, each of the following: (a) maintain each Plan in compliance in all
material respects with the applicable provisions of ERISA, the Code and other Federal or state law; (b) cause each Plan which is
qualified under Section 401(a) of the Code to maintain such qualification; and (c) make all required contributions to any Plan
subject to Section 412 of the Code, except in each case where the failure to comply with this Section 6.10 could not
reasonably be expected to have a Material Adverse Effect.
6.11 Use of
Proceeds. Use the proceeds of (a) the Revolving Credit Facility for working capital, capital expenditures, Acquisitions, share
repurchases, repayment of intercompany obligations and for any other lawful corporate purposes of the Company or any of its
Subsidiaries; provided, that for the avoidance of doubt, no portion of the Revolving Credit Facility shall be used for the
Fortive Payment, and (b) the Term Facilities for (i) the Fortive Payment and (ii) for working capital, capital expenditures,
Acquisitions, share repurchases, repayment of intercompany obligations to or among Fortive and/or its subsidiaries, and for any
other lawful corporate purposes of the Company or any of its Subsidiaries.
ARTICLE
VII
NEGATIVE COVENANTS
So long as any
Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than (1)
contingent indemnification and reimbursement Obligations in respect of which no claim has been asserted and (2) other Obligations that
by their terms survive termination of this Agreement and/or the applicable Loan Documents), or any Letter of Credit shall remain outstanding,
the Company shall not, nor shall it permit any Subsidiary (except that Section 7.02 shall apply to the Borrowers only) to, directly
or indirectly (provided that, nothing in this Article VII shall be deemed to prohibit any aspect of the Separation Transactions
or the Fortive Payment):
7.01 Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired,
other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01;
(c) Liens
for Taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted by the
Company;
(d) Liens
on any property or assets of any Subsidiary to secure indebtedness owing by it to the Company or to another Subsidiary of the Company;
(e) carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s, laborer’s, landlord’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good
faith and by appropriate proceedings diligently conducted, if adequate reserves, if any are so required by GAAP, with respect thereto
are maintained on the books of the applicable Person;
(f) pledges
or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social
security legislation, other than any Lien imposed by ERISA;
(g) deposits
to secure the performance of bids, trade contracts and leases (other than for money borrowed), statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business (including deposits to secure
letters of credit issued to secure any such obligation);
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(h) easements,
rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount,
and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary
conduct of the business of the applicable Person;
(i) Liens
securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other
surety bonds related to such judgments;
(j) any
interest or title of a lessor under any operating lease entered into by the Company or any of its Subsidiaries in the ordinary course
of its business and covering only the assets so leased;
(k) licenses,
operating leases or subleases permitted hereunder granted to other Persons in the ordinary course of business not interfering in any material
respect with the business of the Company or any of its Subsidiaries;
(l) (i)
Liens arising from precautionary UCC financing statement filings with respect to operating leases or consignment arrangements entered
into by the Company or any of its Subsidiaries in the ordinary course of business, and (ii) Liens, if any, arising in respect of any factoring,
assignments or sales of accounts receivable or similar arrangements;
(m) Liens
in favor of collecting banks arising by operation of law under Section 4-210 of the Uniform Commercial Code or, with respect to collecting
banks located in the State of New York, under 4-208 of the Uniform Commercial Code and Liens in favor of banking institutions arising
by operation of law encumbering deposits (including the right of set-off) held by such banking institutions incurred in the ordinary course
of business and that are within the general parameters customary in the banking industry;
(n) Liens on property of a
Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary or becomes a Subsidiary of
the Company; provided that such Liens (i) were not created in contemplation of such merger, consolidation or acquisition,
(ii) do not extend to any assets other than those of the Person so merged into or consolidated with the Company or such Subsidiary
or acquired by the Company or such Subsidiary and, in each case, the proceeds and products of such assets (and the proceeds and
products thereof) and (iii) are extinguished within thirty (30) days after the date such Property is acquired unless such Liens are
otherwise permitted under this Section 7.01;
(o) Liens
encumbering the Company’s or any of its Subsidiary’s equity interests or other investments in any joint venture (i) securing
obligations (other than Indebtedness) of the Company or such Subsidiary under the joint venture agreement for such joint venture or (ii)
in the nature of customary voting, equity transfer, redemptive rights or similar terms (other than Liens securing Indebtedness) under
any such agreement;
(p) Liens
solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by the Company or any Subsidiary in connection
with any letter of intent or purchase agreement for any Acquisition or Investment permitted hereunder;
(q) (i)
deposits made in the ordinary course of business to secure obligations to insurance carriers providing casualty, liability or other insurance
to the Company and its Subsidiaries and (ii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums
with respect thereto;
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(r) Liens on assets of any
Subsidiary which are in existence at the time that such Subsidiary is acquired after the Closing Date pursuant to a transaction
permitted hereunder; provided that such Liens (i) are not incurred or created in anticipation of such transaction, (ii)
attach only to the acquired assets or the assets of such acquired Subsidiary and the proceeds and products of such assets (and the
proceeds and products thereof) and (iii) are extinguished within thirty (30) days after the date such Subsidiary is acquired unless
such Liens are otherwise permitted under this Section 7.01;
(s) other
Liens securing Indebtedness in an aggregate outstanding principal amount, that together, without duplication, with all other Indebtedness
of the Company and its Subsidiaries that is secured by Liens not otherwise permitted under subsections (a) through (r) above (if originally
issued, assumed or guaranteed at such time), does not at any time exceed (i) an amount equal to 11.25% of the Consolidated Net Assets
of the Company and its Subsidiaries as of the then most recently completed fiscal quarter of the Company prior to such date and (ii) when
added to Indebtedness of any Subsidiary permitted by Section 7.07(l) (and not otherwise permitted under Section 7.07(a)
through (l)) on any date of determination (other than Indebtedness incurred by any Designated Borrower under this Agreement), the
Permitted Priority Amount on any such date; and
(t) the
replacement, extension or renewal of any Lien permitted by clause (b), (n) or (s) above upon or in the same property
theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent
obligor) of the Indebtedness secured thereby.
7.02 Fundamental
Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including,
in each case, pursuant to a Division), except that, so long as no Event of Default exists or would result therefrom:
(a) any
Borrower may merge or consolidate with or into another Person if either (i) such Borrower is the surviving Person or (ii) the Person formed
by such consolidation or into which such Borrower is merged (any such Person, the “Successor”) shall be organized and
existing under the laws of the United States or any state thereof or the District of Columbia and shall expressly assume, in a writing
executed and delivered to the Administrative Agent for delivery to each Lender, in form reasonably satisfactory to the Administrative
Agent (which writing shall include, without limitation, a certification as to pro forma compliance with Section 7.04), the due
and punctual payment of the principal of and interest on the Loans and the performance of the other Obligations under this Agreement (including,
with respect to the Company, the Company Guaranty) and the other Loan Documents on the part of such Borrower to be performed or observed,
as fully as if such Successor were originally named, with respect to the Company, as the initial Borrower in this Agreement, or with respect
to any other Borrower, as a Designated Borrower in this Agreement; and
(b) any
Designated Borrower may merge with (i) the Company; provided that the Company shall be the continuing or surviving Person, or (ii)
any one or more other such Subsidiaries or any other Person; provided that a Designated Borrower shall be the continuing or surviving
Person.
7.03 Use
of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately,
to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund indebtedness
originally incurred for such purpose, in each case, in a manner which violates or contravenes the Margin Regulations.
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7.04 Financial
Covenant. Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Company (commencing with the
fiscal quarter ending September 26, 2025) to be greater than 3.50 to 1:00. Notwithstanding the foregoing, not more than two times
after the Closing Date, the Company shall be permitted to increase the maximum permitted Consolidated Net Leverage Ratio to 4.00 to
1:00 in connection with any permitted Acquisition occurring after the Closing Date with aggregate consideration (including, without
duplication, the assumption or incurrence of Indebtedness in connection with such Acquisition) equal to or in excess of
$100,000,000, which such increase shall be applicable for the fiscal quarter in which such Acquisition is consummated and the three
(3) consecutive fiscal quarters thereafter; provided that, there shall be at least one (1) full fiscal quarter following the
cessation of each such increase during which no such increase shall then be in effect.
7.05 Sanctions.
To the Company’s knowledge, directly or indirectly use the proceeds of any Loan, or lend, contribute or otherwise make available
such proceeds to any Subsidiary, joint venture partner or any other Person, (a) to fund any activities or business with any individual
or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the target of Sanctions, unless otherwise licensed
by the Office of Foreign Assets Control of the U.S. Department of Treasury or the U.S. Department of State or otherwise authorized under
Applicable Law, or (b) in any other manner that will result in a violation by any party to any Loan Document (including any Lender, any
Arranger, the Administrative Agent, the Swing Line Lender, or otherwise) of Sanctions.
7.06 Anti-Corruption
Laws. To the Company’s knowledge, use the proceeds of any Loan for any purpose which would result in a material violation of
the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in
other jurisdictions.
7.07 Limitations on Indebtedness.
Create, incur, assume or suffer to exist any Indebtedness, except:
(a) Indebtedness under the Loan Documents;
(b) Indebtedness
outstanding on the date hereof listed on Schedule 7.07 and any refinancings, refundings, renewals or extensions thereof; provided
that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount
equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing
and by an amount equal to any existing commitments unutilized thereunder;
(c) (i)
Indebtedness (other than Guarantees) (A) of the Company to any of its Subsidiaries and (B) of any Subsidiary of the Company to the Company
or any other such Subsidiary; and (ii) Guarantees of the Company in respect of Indebtedness otherwise permitted hereunder of any Subsidiary
of the Company;
(d) obligations
(contingent or otherwise) of the Company existing or arising under any Swap Contract; provided that (i) such obligations are (or
were) entered into by the Company in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities,
commitments, investments, assets, or property held or reasonably anticipated by the Company or any of its Subsidiaries, or changes in
the value of securities issued by any such Person, and not for purposes of speculation or taking a “market view;” and (ii)
such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding
transactions to the defaulting party;
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(e) Indebtedness
of the Company or any of its Subsidiaries incurred in the ordinary course of business as an account party in respect of (i) letters of
credit, bank guarantees or similar instruments in an aggregate face amount not to exceed $25,000,000 or (ii) any surety bonds, performance
bonds, customs bonds, statutory, appeal or similar bonds, completion guarantees or other obligations of a like nature;
(f) (i)
Indebtedness of any Finance Subsidiary and (ii) the extension, renewal, replacement or refinancing of any Indebtedness permitted under
clause (i) above to the extent such Indebtedness is at a Finance Subsidiary;
(g) Indebtedness
of the Company in the form of deferred purchase price of property, purchase price adjustments, earn-outs or other arrangements representing
acquisition consideration incurred in connection with an Acquisition permitted hereunder;
(h) Indebtedness
consisting of the financing of insurance premiums or take or pay obligations contained in supply arrangements that do not constitute Guarantees,
in each case, incurred in the ordinary course of business;
(i) Indebtedness
of any Person that becomes a Subsidiary of the Company after the Closing Date pursuant to a transaction permitted hereunder; provided
that, (A) such Indebtedness was not incurred in anticipation of such acquisition, (B) no other Subsidiary (other than the acquired Subsidiaries)
is an obligor with respect to such Indebtedness and (C) such Indebtedness is retired within thirty (30) days after the date such Subsidiary
is acquired unless such Indebtedness is otherwise permitted by this Section 7.07;
(j) Indebtedness
in respect of Capital Leases and purchase money obligations for fixed or capital assets in an aggregate amount not to exceed, at any one
time, $25,000,000; and
(k) other
Indebtedness not otherwise permitted under this Section 7.07 unless an Event of Default shall have occurred and be continuing at
the time of incurring such Indebtedness or would result therefrom; provided that the aggregate principal amount of Indebtedness
of Subsidiaries not otherwise permitted under subsections (a) through (j) above (other than any Indebtedness incurred by
any Designated Borrower under this Agreement), when added, without duplication, to secured Indebtedness of the Company and any Subsidiary
permitted by Section 7.01(s) (and not otherwise permitted under Section 7.01(a) through (r)) and any other Indebtedness
of the Company that is Guaranteed by any Subsidiary, shall not exceed the Permitted Priority Amount on any such date.
7.08 Dispositions.
Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions
of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) Dispositions of inventory in the ordinary course of business;
(c) Dispositions
of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement
property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions
of property by the Company to any Subsidiary of the Company or by any Subsidiary of the Company to the Company or a Subsidiary of the
Company;
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(e)
Dispositions permitted by Section 7.02;
(f) Dispositions
of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business and not as part of any
accounts receivables financing transaction;
(g) leases,
subleases and licenses entered into by the Company or any Subsidiary as a lessor, sublessor or licensor in the ordinary course of business,
provided that such leases, subleases or licenses do not interfere in any material respect with the ordinary conduct of business of the
Company or any Subsidiary;
(h) Dispositions
of Investments (including Equity Interests) in, and issuances of Equity Interests by, any joint venture or Subsidiary to the extent required
by, or made pursuant to customary buy/sell arrangements between the parties to such joint venture or equityholders of such Subsidiary
set forth in, the joint venture agreement, operating agreement, shareholders agreement or similar agreement governing such joint venture
or Subsidiary; and
(i) Dispositions
by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions and other Dispositions by the Company and its
Subsidiaries not otherwise permitted under this Section 7.08; provided that at the time of such Disposition, no Event of
Default shall have occurred and be continuing at the time of such Disposition or would result therefrom.
7.09 Restricted
Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do
so, except:
(a) each
Subsidiary of the Company may declare and make dividend payments in cash with respect to any class of Equity Interests of such Subsidiary
to the then holders of such Equity Interests ratably according to their respective holdings;
(b) the
Company and each of its Subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock
or other common Equity Interests of such Person to the then holders of such Equity Interests ratably according to their respective holdings;
(c) the
Company may issue and sell (i) its common Equity Interests; provided that no Change of Control would result from such issuance
and sale; and (ii) the Company may issue and sell its Equity Interest in connection with grants of such securities and stock options with
respect to such securities pursuant to employment, benefit plans, service and severance arrangements with current and former officers,
directors, consultants, advisors and employees of the Company or any Subsidiary of the Company, as determined in good faith by the board
of directors or senior management of the Company or such Subsidiary, as applicable;
(d) the
Company may make payments in respect of, or repurchases of its Equity Interests deemed to occur upon the “cashless exercise”
of, stock options, stock purchase rights, stock exchange rights or other equity-based awards if such payment or Equity Interests represents
a portion of the exercise price of such options or rights or withholding taxes, payroll taxes or other similar taxes due upon such exercise,
purchase or exchange;
(e)
the Company may make the Fortive Payment; and
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(f) the
Company and each of its Subsidiaries may declare and make Restricted Payments not otherwise permitted by this Section 7.09; provided
that no Event of Default shall have occurred and be continuing at the time of the declaration of such Restricted Payment or would result
therefrom.
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
8.01 Events
of Default. Any of the following shall constitute an event of default (each, an “Event of Default”); provided,
that for the avoidance of doubt no aspect of the Separation Transactions or the Fortive Payment shall be deemed to give rise to an Event
of Default:
(a) Non-Payment. Any
Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, and in the currency required hereunder, any
amount of principal of any Loan or any L/C Obligation, or (ii) within three (3) Business Days after the same becomes due, any interest
on any Loan or any L/C Obligation or any commitment, facility, utilization or other fee due hereunder, or (iii) within five (5) Business
Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or
(b) Specific
Covenants. The Company fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a), 6.05
(with respect to any Borrower), 6.09, 6.10 or 6.11 or Article VII; or
(c) Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b)
above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after any Lender
shall have given written notice thereof to the Company (through the Administrative Agent and in accordance with Section 11.02(a)(i))
or any Responsible Officer of the Company shall have otherwise become aware of such default; or
(d) Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Company
or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be
incorrect in any material respect when made or deemed made; or
(e) Cross-Default.
(i) The Company or any Subsidiary (A) fails to make any payment of principal or interest when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise but after giving effect to any applicable grace periods) in respect of any
Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate outstanding
principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the
Threshold Amount, or (B) fails to observe or perform (after giving effect to any applicable grace periods) any other agreement or
condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event of default occurs under the terms of (and as defined in) any such instrument or agreement, in
each case the effect of which failure or other event of default is to cause, or to permit the holder or holders of such Indebtedness
or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, the acceleration of the maturity thereof, with the passage of time or the giving of notice if required, or
such Guarantee to become payable or cash collateral in respect thereof to be demanded (other than, for the avoidance of doubt, any
required repurchase, repayment or redemption of (or offer to repurchase, repay or redeem) any Indebtedness that was incurred for the
specified purpose of financing all or a portion of the consideration for a merger or acquisition; provided that such
repurchase, repayment or redemption (or offer to repurchase, repay or redeem) results solely from the failure of such merger or
acquisition to be consummated); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap
Contract) resulting from (A) any event of default under such Swap Contract as to which the Company or any Subsidiary is the
Defaulting Party (or equivalent term, as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap
Contract as to which the Company or any Subsidiary is an Affected Party (as so defined) under such Swap Contract and, in either
event, the Swap Termination Value owed by the Company or such Subsidiary as a result thereof is greater than the Threshold Amount,
and in the case of any Early Termination Date (as defined in such Swap Contract) resulting from such a Termination Event, such Early
Termination Date is not rescinded or such Swap Termination Value is not paid within five (5) Business Days following such Early
Termination Date; or
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(f) Insolvency
Proceedings, Etc. Any Loan Party or any Significant Subsidiary institutes or consents to the institution of any proceeding under any
Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property;
or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or
consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor
Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person
and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or
(g) Inability to Pay
Debts; Attachment. (i) Any Loan Party or any Significant Subsidiary becomes unable or admits in writing its inability or fails
generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued
or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 60
days after its issue or levy; or
(h) Judgments.
There is entered against any Loan Party or any Significant Subsidiary (i) a final and non-appealable judgment or order for the payment
of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance or other
reasonably creditworthy indemnitor as to which the insurer or such indemnitor does not dispute coverage), or (ii) any one or more non-monetary
final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in
either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, and (B) there is a period of 30 consecutive
days during which such judgment is not satisfied or discharged or a stay of enforcement of such judgment, by reason of a pending appeal
or otherwise, is not in effect; or
(i) ERISA.
An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected to result
in liability of the Company or any of its Subsidiaries under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in
an aggregate amount in excess of the Threshold Amount; or
(j) Invalidity of Loan
Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect (other
than (i) contingent indemnification and reimbursement Obligations in respect of which no claim has been asserted and (ii) other
Obligations that by their terms survive termination of this Agreement and/or the applicable Loan Documents); or any Loan Party (or
any other Person with respect to any material provision of any Loan Document) contests in any manner the validity or enforceability
of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan
Document, or purports to revoke, terminate or rescind any Loan Document; or
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(k)
Change of Control. There occurs any Change of Control; or
(l) Initial
Spin-Off Date. The Initial Spin-Off Date does not occur within one (1) Business Day of the initial Credit Extension hereunder.
8.02 Remedies
Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may,
with the consent of, the Required Lenders, take any or all of the following actions:
(a) declare
the commitment of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon
such commitments and obligation shall be terminated;
(b) declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived by the Borrowers;
(c) require
that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto);
and
(d) exercise
on behalf of itself, the Lenders and the L/C Issuers all rights and remedies available to it, the Lenders and the L/C Issuers under the
Loan Documents or Applicable Law;
provided,
however, that upon the occurrence of any event specified in subsection (f) of Section 8.01, the obligation of each
Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation
of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case, without further
act of the Administrative Agent or any Lender.
8.03 Application
of Funds. (a) After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately
due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section
8.02), any amounts received by the Administrative Agent on account of the Obligations shall, subject to the provisions of Sections
2.16 and 2.17, be applied by the Administrative Agent in the following order:
First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and
amounts payable under Article III) payable to the Administrative Agent in its capacity as such;
Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, Letter
of Credit Fees, facility fees and utilization fees) payable to the Lenders and the L/C Issuers (including Attorney Costs and amounts payable
under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;
Third, to payment
of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees, facility fees, and interest on the Loans,
L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts
described in this clause Third payable to them;
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Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders
and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them;
Fifth,
to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the
aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections
2.03 and 2.16; and
Last, the
balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Company or as otherwise required by Law.
Subject to Sections
2.03 and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth
above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral
after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations,
if any, in the order set forth above.
(b) For
purposes of calculating the portion of any such amount received by the Administrative Agent in any currency to be applied as provided
in Section 8.03(a), the Administrative Agent may designate the date of such receipt as a Revaluation Date for purposes of determining
the exchange rate of the currency in which such amount is denominated and the exchange rate of any currencies in which any applicable
Obligations are denominated. The Administrative Agent shall so apply any such amount by making payments denominated in the same currency
as the amount so received by the Administrative Agent is denominated.
(c) The
obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other
Loan Documents shall, notwithstanding any such application in a currency (the “Application Currency”) other than that
in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”),
be discharged only to the extent that on the Business Day following the date of any such application by the Administrative Agent of any
such amount in the Application Currency, in the case of any such application to any Obligations, the Administrative Agent, may, in accordance
with normal banking procedures, purchase the Agreement Currency with the Application Currency. If the amount of the Agreement Currency
so purchased is less than the Obligations originally due to the Administrative Agent or any applicable Lender from any Borrower in the
Agreement Currency, such Borrower acknowledges that the applicable Obligations shall remain outstanding to the extent of such difference.
If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any applicable
Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such
Borrower (or to any other Person who may be entitled thereto under Applicable Law).
ARTICLE IX
ADMINISTRATIVE AGENT
9.01 Appointment and
Authority. Each of the Lenders and the L/C Issuers hereby irrevocably appoints PNC Bank, National Association to act on its
behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. Except as expressly provided in Section 9.06, the
provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and no Loan
Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term
“agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is
not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law.
Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship
between contracting parties.
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9.02 Rights
as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender
as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of,
act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust, financial, advisory,
underwriting or other business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative
Agent hereunder and without any duty to account therefor to the Lenders or to provide notice or consent of the Lenders with respect thereto.
9.03 Exculpatory
Provisions. The Administrative Agent or the Arrangers, as applicable, shall not have any duties or obligations except those expressly
set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality
of the foregoing, the Administrative Agent or the Arrangers, as applicable, and their Related Parties:
(a) shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(b) shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents),
provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,
may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance
of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification
or termination of property of a Defaulting Lender in violation of any Debtor Relief Law;
(c) shall
not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or any L/C Issuer,
any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness
of any of any Borrower or any of its Affiliates, that is communicated to, obtained by or in the possession of, the Administrative Agent,
Arrangers or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished
to the Lenders or the L/C Issuers by the Administrative Agent herein;
(d) shall not be liable
for any action taken or not taken by the Administrative Agent under or in connection with this Agreement or any Loan Document or the
transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absence of its own gross negligence or
willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent
shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the
Administrative Agent by the Company, a Lender or an L/C Issuer; and
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(e) shall
not be responsible for or have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into (i)
any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance
or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument
or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt
of items expressly required to be delivered to the Administrative Agent.
9.04 Reliance
by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon,
any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet
or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated
by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to
have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition
hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled
to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender
or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior
to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may
be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants or experts.
9.05 Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent and any such
sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The
exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of the Administrative Agent and any
such sub agent, and shall apply to their respective activities in connection with the syndication of the Facilities provided for herein
as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any
sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative
Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
9.06
Resignation of Administrative Agent.
(a) The Administrative
Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Company. Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, with the consent of the Company at all times other than during the
existence of an Event of Default, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate
of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and
shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such
earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring
Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuers, appoint a successor
Administrative Agent meeting the qualifications set forth above, provided that in no event shall any such successor Administrative
Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance
with such notice on the Resignation Effective Date.
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(b)
If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the
Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Company and such Person remove such
Person as Administrative Agent and, in consultation with the Company, appoint a successor. If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by
the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in
accordance with such notice on the Removal Effective Date.
(c) With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent
shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments
or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to
be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such
time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or removed) Administrative Agent (other than as provided in Sections 3.01(g) and 3.07 and other
than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective
Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).
The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Company and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder
and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of
such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or
omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii)
after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents,
including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.
(d) Any resignation by PNC
as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. If PNC
resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to
all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts
pursuant to Section 2.03(f). If PNC resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender
provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation,
including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans
pursuant to Section 2.04(c). Upon the appointment by the Company of a successor L/C Issuer or Swing Line Lender hereunder
(which successor shall in all cases be a Lender other than a Defaulting Lender, and shall consent to such appointment), (a) such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or
Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective
duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit
in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements
satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit.
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9.07 Non-Reliance
on the Administrative Agent, the Arrangers and the other Lenders. Each Lender and each L/C Issuer expressly acknowledges that none
of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent
or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Company of
any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any
Lender or any L/C Issuer as to any matter, including whether the Administrative Agent or any Arranger have disclosed material information
in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the
Arrangers that it has, independently and without reliance upon the Administrative Agent, the Arrangers, any other Lender, any other L/C
Issuer or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis
of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness
of the Company and its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby,
and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Lender and each L/C Issuer
also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger, any other Lender, any
other L/C Issuer or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate,
continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness
of the Loan Parties. Each Lender and each L/C Issuer represents and warrants that, as of the date such Person became a party hereto, (i)
the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial
loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding
commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose
of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a
claim in contravention of the foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect
to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such
Lender or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such
commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing
such other facilities.
9.08 No
Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers, Syndication Agent, bookrunners, Documentation
Agents or other agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of
the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an L/C Issuer hereunder.
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9.09 Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation
shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on any Borrower) shall be entitled and empowered (but not obligated), by intervention in such
proceeding or otherwise:
(a) to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the
claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts
due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.03(j) and (k), 2.09 and 11.04)
allowed in such judicial proceeding; and
(b) to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by
each Lender and each L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall
consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due
for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any
other amounts due the Administrative Agent under Sections 2.09 and 11.04.
Nothing contained
herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or
any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender
or any L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer in any such proceeding.
9.10
Certain ERISA Matters.
(a) Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such
Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent, and each other Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Company
or any other Loan Party, that at least one of the following is and will be true:
(i) such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans
with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments or
this Agreement,
(ii) the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by
independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate
accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class
exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,
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(iii) (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) and sub-section (k) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
(iv) such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.
(b) In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2)
a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding
clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y)
covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the
benefit of, the Administrative Agent, and each other Arranger and their respective Affiliates, and not, for the avoidance of doubt, to
or for the benefit of the Company or any other Loan Party, that none of the Administrative Agent, or any other Arranger or any of their
respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or
exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).
9.11 Recovery
of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes
a payment hereunder in error to any Lender Party, whether or not in respect of an Obligation due and owing by any Borrower at such time,
where such payment is a Rescindable Amount, then in any such event, each Lender Party receiving a Rescindable Amount severally agrees
to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender Party in Same Day Funds in the
currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but
excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation. Each Lender Party irrevocably waives any and all defenses,
including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid
by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative
Agent shall inform each Lender Party promptly upon determining that any payment made to such Lender Party comprised, in whole or in part,
a Rescindable Amount.
9.12 No Reliance on
Administrative Agent’s Customer Identification Program. Each Lender acknowledges and agrees that neither such Lender, nor
any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender’s,
Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed
under or pursuant to the Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter
amended or replaced, the “CIP Regulations”), or any other applicable anti-money laundering law, anti-corruption
law or international trade law, including any programs involving any of the following items relating to or in connection with any of
the Loan Parties, their Affiliates or their agents, the Loan Documents or the transactions hereunder or contemplated hereby: (i) any
identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v)
other procedures required under the CIP Regulations or such other Laws.
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ARTICLE X
COMPANY GUARANTY
10.01 Guaranty.
The Company hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity
or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each Designated Borrower now or
hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions,
amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for
principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the
“Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, Attorney Costs) incurred
by the Administrative Agent or any other Lender Party in enforcing any rights under this Company Guaranty or any other Loan Document.
Without limiting the generality of the foregoing, the Company’s liability shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by any Designated Borrower to any Lender Party under or in respect of the Loan Documents but
for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding under
any Debtor Relief Law involving such Designated Borrower.
10.02 Guaranty
Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents,
regardless of any Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with
respect thereto. The Obligations of the Company under or in respect of this Company Guaranty are independent of the Guaranteed Obligations
or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought
and prosecuted against the Company to enforce this Company Guaranty, irrespective of whether any action is brought against any applicable
Designated Borrower or any other Loan Party or whether such Designated Borrower or any other Loan Party is joined in any such action or
actions. This Company Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by the Company of
the Guaranteed Obligations. The liability of the Company under this Company Guaranty shall be irrevocable, absolute and unconditional
irrespective of, and the Company hereby irrevocably waives any set-offs, counterclaims or defenses it may now have or hereafter acquire
in any way relating to, any or all of the following:
(a) any
lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;
(b) any
change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations
of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from
any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional
credit to any Loan Party or any of its Subsidiaries or otherwise;
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(c) any
taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure
from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any
manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other
disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents
or any other assets of any Loan Party or any of its Subsidiaries;
(e) any
change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries or any insolvency,
bankruptcy, reorganization or other similar proceeding affecting any applicable Designated Borrower or any other Loan Party or its assets
or any resulting release or discharge of any Guaranteed Obligation;
(f) the
existence of any claim, set-off or other right which the Company may have at any time against any Designated Borrower, the Administrative
Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction;
(g) any
invalidity or unenforceability relating to or against any applicable Designated Borrower or any other Loan Party for any reason of the
whole or any provision of any Loan Document, or any provision of Applicable Law purporting to prohibit the payment or performance by any
applicable Loan Party of the Guaranteed Obligations;
(h) any
failure of any Lender Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise),
operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Lender Party (the Company waiving
any duty on the part of the Lender Parties to disclose such information);
(i) the
failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any such
other guarantor or surety with respect to the Guaranteed Obligations; or
(j) any
other circumstance (including, without limitation, any statute of limitations) whatsoever (in any case, whether based on contract, tort
or any other theory) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a legal
or equitable defense available to, or a discharge of, the Company, any other Loan Party or surety, other than a defense of payment and
performance.
This Company Guaranty
shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is
rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization under
any applicable Debtor Relief Law of any applicable Designated Borrower or any other Loan Party or otherwise, all as though such payment
had not been made.
10.03 Waivers
and Acknowledgments. The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment,
demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any
of the Guaranteed Obligations and this Company Guaranty and any requirement that any Lender Party protect, secure, perfect or insure any
Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any collateral.
(i) The
Company hereby unconditionally and irrevocably waives any right to revoke this Company Guaranty and acknowledges that this Company Guaranty
is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
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(ii) The
Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election
of remedies by any Lender Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement,
exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any of the other
Loan Parties or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect
of the Obligations of the Company under this Company Guaranty.
(iii) The
Company acknowledges that the Administrative Agent may, without notice to or demand upon the Company and without affecting the liability
of the Company under this Company Guaranty, foreclose under any mortgage as may secure any Obligation by nonjudicial sale, and the Company
hereby waives any defense to the recovery by the Administrative Agent and the other Lender Parties against the Company of any deficiency
after such nonjudicial sale and any defense or benefits that may be afforded by Applicable Law.
(iv) The
Company hereby unconditionally and irrevocably waives any duty on the part of any Lender Party to disclose to the Company any matter,
fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other
Loan Party or any of its Subsidiaries now or hereafter known by such Lender Party.
(v) The
Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the
Loan Documents and that the waivers set forth in Section 10.02 and this Section 10.03 are knowingly made in contemplation
of such benefits.
10.04 Subrogation.
The Company hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire
against any applicable Designated Borrower, or any other insider guarantor that arise from the existence, payment, performance or
enforcement of the Company’s Obligations under or in respect of this Company Guaranty or any other Loan Document, including,
without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of any Lender Party against such Designated Borrower, any other Loan Party or any other insider
guarantor or any collateral for the Obligations, whether or not such claim, remedy or right arises in equity or under contract,
statute or common law, including, without limitation, the right to take or receive from such Designated Borrower, any other Loan
Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right, unless and until the date (the “Termination Date”)
which is the later of (a) the date of the termination of the latest Availability Period and (b) the date of the indefeasible payment
in full of all the Obligations in cash (other than unasserted indemnification, tax gross up, expense reimbursement or yield
protection obligations, in each case, for which no claim has been made). If any amount shall be paid to the Company in violation of
the immediately preceding sentence at any time prior to the Termination Date, such amount shall be received and held in trust for
the benefit of the Lender Parties, shall be segregated from other property and funds of the Company and shall forthwith be paid or
delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited
and applied to the Guaranteed Obligations and all other amounts payable under this Company Guaranty, whether matured or unmatured,
in accordance with the terms of the Loan Documents, or to be held as collateral for any Guaranteed Obligations or other amounts
payable under this Company Guaranty thereafter arising. If the Termination Date shall have occurred, the Administrative Agent will,
at the Company’s request and expense, execute and deliver to the Company appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation to the Company of an interest in the Guaranteed
Obligations resulting from such payment made by the Company pursuant to this Company Guaranty.
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ARTICLE
XI
MISCELLANEOUS
11.01 Amendments,
Etc. Subject to Section 1.07, Section 2.15, Section 2.18 and Section 3.03 and unless otherwise expressly
provided herein, but otherwise notwithstanding any provision herein to the contrary, no amendment or waiver of any provision of this Agreement
or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless
in writing signed by the Required Lenders (except to the extent not required under any of clauses (a) through (j) below)
and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however,
that no such amendment, waiver or consent shall (subject to Section 2.17 and as further provided below with respect to any Defaulting
Lender):
(a) (i)
waive any condition set forth in Section 4.01(a) without the written consent of each Lender; and (ii) waive any condition (or have
the effect of waiving any condition, either immediately or at some later time) set forth in Section 4.02 as to any Credit Extension
under a particular Facility without the written consent of the Required Revolving Lenders, the Required Three-Year Term Loan Lenders or
the Required Eighteen Month2026
Term Loan Lenders, as the case may be;
(b) extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written
consent of such Lender (which extension or increase or reinstatement shall not also require the vote of Required Lenders), and it being
understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default or a mandatory reduction
in Commitments, if any, is not considered an extension or increase in Commitments of any Lender;
(c) postpone
any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders
(or any of them) hereunder or under any other Loan Document, in each case, without the written consent of each Lender directly affected
thereby (which extension shall not also require the vote of Required Lenders);
(d) reduce
the principal of, or the rate of interest specified herein on, any Loan or (subject to clause (v) of the second proviso to this
Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each
Lender directly affected thereby (which reduction shall not also require the vote of Required Lenders); provided, however,
that only the written consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive
any obligation of any Borrower to pay interest at the Default Rate or Letter of Credit Fees at the Default Rate;
(e) (i) without the written consent of each
Lender, change Section 2.13 or 8.03 or (ii) change the order of application of any reduction in the Commitments or any
prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Sections
2.05(a), (c), (d), and Section 2.06, in each case, in any manner that materially and adversely affects the
Lenders under a Facility without the written consent of (x) if such Facility is the Three-Year Term Loan Facility, the Required
Three-Year Term Loan Lenders, (y) if such Facility is the Eighteen Month2026
Term Loan Facility, the Required Eighteen Month2026
Term Loan Lenders, and (z) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;
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(f) without
the written consent of each Lender, subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness
or other obligation;
(g) amend
Section 1.07 or the definition of “Alternative Currency” or “Eligible Currency” with respect to or for
use under the Revolving Credit Facility without the written consent of each Revolving Credit Lender (which amendment, modification or
waiver shall not also require the vote of Required Lenders);
(h) change
(i) any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant
any consent hereunder (other than the definitions specified in clause (ii) of this Section 11.01(h)), without the written
consent of each Lender or (ii) the definition of “Required Revolving Lenders”, “Required Three-Year Term Loan Lenders”
or “Required Eighteen Month2026
Term Loan Lenders” without the written consent of each Lender under the applicable Facility;
(i) release
the Company from the Company Guaranty without the written consent of each Lender; or
(j) impose
any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the
written consent of (i) if such Facility is the Three-Year Term Loan Facility, the Required Three-Year Term Loan Lenders, (ii) if such
Facility is the Eighteen Month2026
Term Loan Facility, the Required Eighteen Month2026
Term Loan Lenders, and (iii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;
and, provided
further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuers in addition to
the Lenders required above, affect the rights or duties of the applicable L/C Issuers under this Agreement or any Issuer Document relating
to any Letter of Credit issued or to be issued; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing
Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii)
no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above,
affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 11.07(g)
may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being
funded by an SPC at the time of such amendment, waiver or other modification; and (v) the Fee Letters may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender
shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by
its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other
than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended or the maturity of
any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its
Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any waiver, amendment, consent or modification
requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender disproportionately adversely relative
to other affected Lenders shall require the consent of such Defaulting Lender.
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Notwithstanding
any provision herein to the contrary, in addition to any amendment authorized by Section 2.15, this Agreement may be amended with
the written consent of the Required Revolving Lenders, the Administrative Agent and the Company (i) to add one or more additional revolving
credit or term loan facilities to this Agreement and to permit the extensions of credit and all related obligations and liabilities arising
in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder)
in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect
of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative
Agent and approved by the Required Revolving Lenders, the Revolving Credit Lenders providing such additional revolving credit facilities
to participate in any required vote or action required to be approved by the Required Revolving Lenders or by any other number, percentage
or Class of Lenders hereunder.
Notwithstanding
any provision herein to the contrary, any waiver, amendment or modification of this Agreement that by its terms affects the rights or
duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not Lenders holding Loans or Commitments
of any other Class) may be effected by an agreement or agreements in writing entered into solely by the Borrower, the Administrative Agent
and (i) with respect to the Revolving Credit Facility, the Required Revolving Lenders, (ii) with respect to the Three-Year Term Loan Facility,
the Required Three-Year Term Loan Lenders, or (iii) with respect to the Eighteen Month2026
Term Loan Facility, the Required Eighteen Month2026
Term Loan Lenders.
Notwithstanding
any provision herein to the contrary, this Agreement may be amended with the written consent of the Administrative Agent, the Company
and the Lenders affected thereby to amend this Agreement solely to add additional currency options and applicable currency term rate options
with respect thereto, in each case solely to the extent permitted pursuant to Section 1.07.
Notwithstanding
anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of
the Loan Parties and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be
a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no
other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it
or accrued for its account under this Agreement.
Notwithstanding
any provision herein to the contrary, if the Administrative Agent and the Company acting together identify any ambiguity, omission, mistake,
typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits
thereto), then the Administrative Agent and the Company shall be permitted to amend, modify or supplement such provision to cure such
ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action
or consent of any other party to this Agreement.
11.02 Notices
and Other Communications; Facsimile Copies. (a) General. Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder shall be in writing (including by facsimile transmission). All such written notices shall be mailed,
faxed or delivered to the applicable address, facsimile number or (subject to subsection (c) below) electronic mail address, and
all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone
number, as follows:
(i) if to the Borrowers, the Administrative
Agent, the L/C Issuers or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number
specified for such Person on Schedule 11.02 or to such other address, facsimile number, electronic mail address or telephone
number as shall be designated by such party in a notice to the other parties; and
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(ii) if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire
or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice
to the Company, the Administrative Agent and the Swing Line Lender.
All such notices
and other communications shall be deemed to be given or made upon the earlier to occur of (A) actual receipt by the relevant party hereto
and (B) (1) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (2) if delivered by mail,
four (4) Business Days after deposit in the mails, postage prepaid; (3) if delivered by facsimile, when sent and receipt has been confirmed
by telephone; and (4) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (b) below),
when delivered as provided in subsection (b) below; provided, however, that notices and other communications to the
Administrative Agent and the Swing Line Lender pursuant to Article II shall not be effective until actually received by such Person.
In no event shall a voicemail message be effective as a notice, communication or confirmation hereunder.
(b) Electronic
Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II if
such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.
The Administrative Agent, the Swing Line Lender, each L/C Issuer and the Company may each, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval
of such procedures may be limited to particular notices or communications.
Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i)
of notification that such notice or communication is available and identifying the website address therefor; provided that, for
both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of
the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day
for the recipient.
(c) The Platform.
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN
OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any
Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort,
contract or otherwise) arising out of any Borrower’s or the Administrative Agent’s transmission of Borrower Materials or
notices through the Platform, any other electronic platform, or electronic messaging service, or through the Internet, except to the
extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and
nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however,
that in no event shall any Agent Party have any liability to any Borrower, any Lender or any other Person for indirect, special,
incidental, consequential or punitive damages (as opposed to direct or actual damages).
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(d) Change
of Address, Etc. Each of the Borrowers, the Administrative Agent, the L/C Issuers and the Swing Line Lender may change its address,
facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender
may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Company, the Administrative
Agent, the L/C Issuers and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time
to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic
mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each
Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private
Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender
or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States Federal
and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information”
portion of the Platform and that may contain material non-public information with respect to the Company or its securities for purposes
of United States Federal or state securities laws.
(e) Reliance by Administrative
Agent, L/C Issuers and Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon
any notices (including telephonic or electronic notices, Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly
given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied
from any confirmation thereof. The Company shall indemnify each Agent-Related Person, each L/C Issuer and each Lender from all losses,
costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower.
All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each
of the parties hereto hereby consents to such recording.
11.03 No
Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.
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Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the
other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law
in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section
8.02 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative
Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative
Agent) hereunder and under the other Loan Documents, (b) any L/C Issuer or the Swing Line Lender from exercising the rights and
remedies that inure to its benefit (solely in its capacity as an L/C Issuer or Swing Line Lender, as the case may be) hereunder and
under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.09 (subject to the
terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf
during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further,
that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the
Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in
addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section
2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as
authorized by the Required Lenders.
11.04 Costs
and Expenses. The Company agrees (a) to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket
costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other
Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions
contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby,
including all Attorney Costs, (b) to pay or reimburse each L/C Issuer for all reasonable and documented out of pocket expenses incurred
in connection with the issuance, amendment, extension, reinstatement or renewal of any Letter of Credit or any demand for payment thereunder
and (c) to pay or reimburse the Administrative Agent, each L/C Issuer and each Lender for all costs and expenses incurred in connection
with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents
(including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during
any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs; provided that with respect
to this Section 11.04, Attorney Costs shall be limited to those of one counsel to the Lenders or all indemnified parties (taken
as a whole), as the case may be, and, if reasonably necessary, a single local counsel for the Lenders or all indemnified parties (taken
as a whole), as the case may be, in each relevant jurisdiction and with respect to each relevant specialty, and in the case of an actual
or perceived conflict of interest, one additional counsel in each relevant jurisdiction to the affected indemnified parties similarly
situated and (taken as a whole). The foregoing costs and expenses shall include all search, filing, recording and other out-of-pocket
expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the
Administrative Agent or any Lender. All amounts due under this Section 11.04 shall be paid promptly and, in any case under clause
(b) of this Section 11.04, within 20 Business Days after written demand therefor. The agreements in this Section shall survive
the termination of the Aggregate Commitments and repayment of all other Obligations.
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11.05
Indemnification by the Company.
(a) Whether or not the
transactions contemplated hereby are consummated, the Company shall indemnify and hold harmless each Agent-Related Person, each
Lender, each L/C Issuer, each Arranger and each Related Party of any of the foregoing (collectively the
“Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims,
demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever
which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or
in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using
an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective
obligations hereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative
Agent (and any sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents
(including in respect of any matters addressed in Section 3.01), (ii) any Commitment, Letter of Credit or Loan or the use or
proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or
(iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim,
investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto and whether or not such claim
is brought by the Company or any third party (all the foregoing, collectively, the “Indemnified Liabilities”); provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such
Indemnitee or (B) a material breach by such Indemnitee of its express obligations under the applicable Loan Document or (C) result
from claims of any Indemnitee solely against one or more other Indemnitees (and not by one or more Indemnitees against the
Administrative Agent or any Arrangers in such capacity) that have not resulted from the action, inaction, participation or
contribution of the Company or its Subsidiaries or any of their respective officers, directors, stockholders, partners, members,
employees, agents, representatives or advisors. No Indemnitee shall be liable for any damages arising from the use by others of any
information or other materials obtained through the Platform in connection with this Agreement, nor shall any Indemnitee have any
liability to any party hereto or its Affiliates for any special, indirect, consequential or punitive damages (as opposed to direct
or actual damages) relating to this Agreement or any other Loan Document or arising out of such Indemnitee’s activities in
connection herewith or therewith (whether before or after the Closing Date). Without limiting the applicable provisions of Section
3.01, this Section 11.05 shall not apply with respect to Taxes other than any Taxes that represent losses, claims,
damages or liabilities arising from any non-Tax claim. All amounts due under this Section 11.05 shall be payable within 20
Business Days after written demand therefor. The agreements in this Section shall survive the resignation of the Administrative
Agent, the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.
(b) To the extent that the
Company for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section to be paid by it to
the Administrative Agent (or any sub-agent thereof), any L/C Issuer, the Swing Line Lender or any Related Party of any of the
foregoing, each Lender severally, and not jointly, agrees to pay to the Administrative Agent (or any such sub-agent), the applicable
L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of
the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total
Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such
Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought), provided further that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent), the applicable L/C Issuer or the Swing Line Lender in its capacity as such, or against
any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or the Swing Line Lender in
connection with such capacity. The obligations of the Lenders under this subsection (b) are subject to the provisions of Section
2.12(d).
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11.06 Payments
Set Aside. To the extent that any payment by or on behalf of any Borrowers is made to the Administrative Agent, any L/C Issuer or
any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of set-off, and such payment or the proceeds
of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be repaid to
a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and
effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender and each L/C Issuer severally agrees
to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by
the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum
equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations
of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the payment in full of the Obligations
and the termination of this Agreement.
11.07
Successors and Assigns.
(a) Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer
any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this
Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, (iii)
by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section, or
(iv) to an SPC in accordance with the provisions of subsection (g) of this Section (and any other attempted assignment or
transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon
any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided
in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b) Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement
and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection
(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (in each case with
respect to any Facility) any such assignment shall be subject to the following conditions:
(i)
Minimum Amounts.
(A) In the case of an assignment
of the entire remaining amount of the assigning Lender’s Commitment under any Facility and/or the Loans at the time owing to it
(in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds (determined after giving effect
to such assignments) that equal at least the amount specified in subsection (b)(i)(B) of this Section in the aggregate or in the
case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
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(B) in any case not
described in subsection (b)(i)(A) of this Section, the aggregate amount of the applicable Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of
the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than $10,000,000 and in $5,000,000 increments in excess thereof, unless each
of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each
such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of
an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible
Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum
amount has been met.
(ii) Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not
apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans.
(iii) Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section
and, in addition:
(A) the
consent of the Company (such consent not to be unreasonably withheld or delayed; provided that it shall not be unreasonable for
the Company to refuse consent to any Public Lender or to any Person that is not engaged in the making, purchasing, holding or investing
in bank loans and similar extensions of credit in the ordinary course of business) shall be required unless (1) an Event of Default has
occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved
Fund (so long as such Lender, Affiliate of a Lender or Approved Fund is not a Public Lender); provided that the Company shall be
deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten
(10) Business Days after having received written notice (sent in accordance with Section 11.02(a)(i)) of such proposed assignment;
(B) the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is
to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
(C) the
consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any
assignment in respect of the Revolving Credit Facility.
(iv) Assignment and
Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative
Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee,
if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
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(v) No
Assignment to Certain Persons. No such assignment shall be made (A) to the Company or any of the Company’s Affiliates or Subsidiaries,
(B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of
the foregoing Persons described in this clause (B), or (C) to a natural person (or a holding company, investment vehicle or trust
for, or owned and operated for the primary benefit of one or more natural persons).
(vi) Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall
make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but
not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and
satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any L/C Issuer or any Lender
hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations
Letters of Credit and in Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that
any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance
with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of
this Agreement until such compliance occurs.
(vii) No
Assignment Resulting in Additional Taxes. No such assignment shall be made to any Person that, through its Lending Offices, is not
capable of lending the applicable Alternative Currencies to the relevant Borrowers without the imposition of any additional Taxes.
Subject to acceptance and
recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date
specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be (A) entitled to
the benefits of Sections 3.01, 3.04, 3.05, and 11.04 and 11.05 with respect to facts and
circumstances occurring prior to the effective date of such assignment and (B) subject to obligations in Section 3.01(e) and (f); provided,
that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a
waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon
request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of
this Section. An Eligible Assignee of a Lender shall not be entitled to receive any greater payment under Sections 3.01 or 3.04
than such Lender would have been entitled to receive as of the date such Eligible Assignee became a party to this Agreement; provided, however,
that this limitation shall not apply to any Eligible Assignee designated by the Company pursuant to Section 11.14; and provided, further,
that this limitation shall also not apply with respect to Loans to Borrowers not a party to this Agreement as of the date such
Eligible Assignee became a party to this Agreement.
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(c) Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for Tax purposes),
shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent
thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and
principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time
to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers,
the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as
a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall
maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The
Register shall be available for inspection by each of the Borrowers and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.
(d) Participations.
Any Lender may at any time, without the consent of, or notice to, any Borrower, the Administrative Agent, the L/C Issuers or the Swing
Line Lender, sell participations to any Person (other than a natural person or a holding company, investment vehicle or trust for, or
owned and operated for the primary benefit of a natural person, a Defaulting Lender, or the Company or any of the Company’s Affiliates
or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under
this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations
and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers,
the Administrative Agent, the L/C Issuers and the Lenders shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the
indemnity under Section 11.05(b) without regard to the existence of any participation. Each Lender that sells a participation shall,
acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address
of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under the
Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all
or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s
interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) except to the extent that such
disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section
5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error,
and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all
purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity
as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. Subject to subsection
(e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04
and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection
(b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section
11.09 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were
a Lender.
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(e) Limitations
upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the
extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable
participation and the sale of the participation to such Participant is made with the Company’s prior written consent. A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Company is
notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section
3.01(g) as though it were a Lender.
(f) Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to
a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.
(g) Special Purpose
Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”)
may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Company (an “SPC”) the option to provide all or any part of any Revolving Credit
Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing
herein shall constitute a commitment by any SPC to fund any Revolving Credit Loan, and (ii) if an SPC elects not to exercise such
option or otherwise fails to make all or any part of such Revolving Credit Loan, the Granting Lender shall be obligated to make such
Revolving Credit Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is
required under Section 2.12(b)(i). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by
any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under
this Agreement (including its obligations under Section 3.01 and Section 3.04), (ii) no SPC shall be liable for any
indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall
for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document,
remain the lender of record hereunder. The making of a Revolving Credit Loan by an SPC hereunder shall utilize the Commitment of the
Granting Lender to the same extent, and as if, such Revolving Credit Loan were made by such Granting Lender. In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date
that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will
not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the
contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Company and the Administrative Agent and
with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its
sole discretion), assign all or any portion of its right to receive payment with respect to any Revolving Credit Loan to the
Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Revolving Credit
Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to
such SPC.
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(h) Resignation
as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any
L/C Issuer or Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to clause (b)
above, such L/C Issuer or Swing Line Lender may, (i) upon 30 days’ notice to the Administrative Agent, the Company and the Lenders,
resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Company, resign as Swing Line Lender. In the event of any such resignation
as L/C Issuer or Swing Line Lender, the Company shall be entitled to appoint from among the Lenders (with the consent of such Lender)
a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Company to appoint any
such successor shall affect the resignation of the L/C Issuer or Swing Line Lender as L/C Issuer or Swing Line Lender, as the case may
be. If any L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder
with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as L/C Issuer and all L/C
Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.03(f)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of
the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such
resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line
Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender,
as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the
obligations of the retiring L/C Issuer with respect to such Letters of Credit.
(i) Designated
Affiliates. Notwithstanding anything to the contrary contained herein, a Granting Lender may grant to an Affiliate of such
Granting Lender identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Company
(a “Designated Affiliate”) the option to provide all or any part of any Revolving Credit Loan that such Granting
Lender would otherwise be obligated to make to a Designated Borrower not organized under the laws of the United States or any State
thereof pursuant to this Agreement; provided, however, that if a Designated Affiliate elects not to exercise such
option or otherwise fails to make all or any part of such Revolving Credit Loan, the Granting Lender shall be obligated to make such
Revolving Credit Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is
required under Section 2.12(b)(i). Each party hereto hereby agrees that (i) neither the grant to any Designated Affiliate nor
the exercise by any Designated Affiliate of such option shall increase the costs or expenses or otherwise increase or change the
obligations of the Borrowers under this Agreement (including its obligations under Sections 3.01 and 3.04), (ii) no
Designated Affiliate shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would
be liable, and (iii) the Granting Lender shall for all purposes (other than the funding of Revolving Credit Loans to such Designated
Borrower), including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the
lender of record hereunder. The making of a Revolving Credit Loan by a Designated Affiliate hereunder shall utilize the Commitment
of the Granting Lender to the same extent, and as if, such Revolving Credit Loan were made by such Granting Lender. Notwithstanding
anything to the contrary contained herein, any Designated Affiliate may with notice to, but without prior consent of the Company and
the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive
payment with respect to any Revolving Credit Loan to the Granting Lender.
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11.08
Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’
respective partners, directors, officers, employees, agents, advisors and representatives who need to know such information for the
purposes set forth in this Section 11.08 and who have been advised of and have acknowledged their obligation to keep such
information confidential in accordance with this Section 11.08, (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association
of Insurance Commissioners), (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal
process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 11.08, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this
Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.15 or (ii) any actual or prospective
counterparty (or its advisors) to any swap, derivative or similar transaction relating to a Borrower and its obligations, (g) with
the prior written consent of the Company, (A) to any rating agency when required by it and (B) the CUSIP Service Bureau or any
similar organization or, (h)
to the extent required by an insurance company in connection with providing insurance coverage or providing reimbursement pursuant
to this Agreement or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of
this Section 11.08 or (y) becomes available to the Administrative Agent or any Lender or any of their respective Affiliates
on a nonconfidential basis from a source other than the Company; provided, however, that the source of such
information was not known by the Administrative Agent, such Lender or such Affiliate, as the case may be, to be bound by a
confidentiality agreement or other legal or contractual obligation of confidentiality with respect to such information. In addition,
upon notice to you, the Administrative Agent may disclose the existence of this Agreement (but solely to the extent customary and,
in any event, limited to the Company’s name, its industry and the facility size) and information about this Agreement to
market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent in
connection with the administration of this Agreement, the other Loan Documents, and the Commitments.
For purposes of this Section
11.08, “Information” means all information received from any Loan Party relating to any Loan Party or any of
its Subsidiaries or any of its or their respective businesses, other than any such information that is publicly available or
otherwise available to the Administrative Agent, any L/C Issuer or any Lender, as the case may be, on a nonconfidential basis prior
to disclosure by any Loan Party; provided, however, that the source of such information was not known by the
Administrative Agent or such Lender, as the case may be, to be bound by a confidentiality agreement or other legal or contractual
obligation of confidentiality with respect to such information. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Each of the Administrative Agent, the L/C Issuers and the Lenders acknowledges that (a) the Information may include material
non-public information concerning the Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures
regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with
Applicable Law, including Federal and state securities Laws. Each Person who receives Information pursuant to this Agreement shall
use such Information solely for the purpose of fulfilling such Person’s obligations or exercising such Person’s rights
under this Agreement.
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For the avoidance
of doubt, nothing herein prohibits any individual from communicating or disclosing information regarding suspected violations of laws,
rules, or regulations to a governmental, regulatory, or self-regulatory authority without any notification to any Person.
11.09 Set-off.
In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender and each L/C Issuer is authorized at any time and from time to time, without prior notice to the Company or any other
Loan Party, any such notice being waived by the Company (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted
by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at
any time held by, and other indebtedness at any time owing by such Lender, or such L/C Issuer to or for the credit or the account of the
respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter
existing, irrespective of whether or not the Administrative Agent, such L/C Issuer or such Lender shall have made demand under this Agreement
or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that
of the applicable deposit or indebtedness or are owed to a branch or office of or such Lender or such L/C Issuer different from the branch
or office holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall
exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application
in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from
its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, and (y) the Defaulting
Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting
Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under
this Section 11.09 are in addition to their other rights and remedies (including other rights of set-off) that such Lender, such
L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees promptly to notify the Company and the Administrative
Agent after any such set-off and application; provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application.
11.10 Interest
Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under
the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (the “Maximum Rate”).
If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Company. In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the
extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest,
(b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the contemplated term of the Obligations hereunder.
11.11 Integration;
Effectiveness. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the
parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In
the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent,
the L/C Issuers or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was
drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any
party, but rather in accordance with the fair meaning thereof. Except as provided in Section 4.01, this Agreement shall
become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
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11.12 Survival
of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation
made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may
have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as
any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied (other than unasserted indemnification, tax gross up, expense
reimbursement or yield protection obligations, in each case, for which no claim has been made) or any Letter of Credit shall remain outstanding.
11.13 Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.13, if and to the
extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief
Laws, as determined in good faith by the Administrative Agent, any L/C Issuer or the Swing Line Lender, as applicable, then such
provisions shall be deemed to be in effect only to the extent not so limited.
11.14 Replacement
of Lenders. If the Company is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is
a Defaulting Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Company the right to replace
a Lender as a party hereto, then the Company may, at its sole expense, and with the efforts of the Company and the Administrative Agent,
upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in, and consents required by, Section 11.07), all of its interests, rights (other than
its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related
Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that:
(a) the
Company shall have paid (or caused a Designated Borrower to pay) to the Administrative Agent the assignment fee (if any) specified in
Section 11.07(b);
(b) such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section
3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or applicable Designated
Borrower (in the case of all other amounts);
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(c) in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant
to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;
(d)
such assignment does not conflict with Applicable Laws; and
(e) in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the
applicable amendment, waiver or consent.
A Lender shall
not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such assignment and delegation cease to apply.
Each party hereto
agrees that (a) an assignment required pursuant to this Section 11.14 may be effected pursuant to an Assignment and Assumption
executed by the Company, the Administrative Agent and the assignee and (b) the Lender required to make such assignment need not be a party
thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided
that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents
necessary to evidence such assignment as reasonably requested by the applicable Lender; provided, further that any such documents shall
be without recourse to or warranty by the parties thereto.
Notwithstanding
anything in this Section to the contrary, (i) a Lender that acts as an L/C Issuer may not be replaced hereunder at any time it has any
Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby
letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing of cash
collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been
made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative Agent may not be replaced hereunder
except in accordance with the terms of Section 9.06.
11.15 Governing
Law. (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT
AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
(b) ANY LEGAL ACTION OR
PROCEEDING, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY, BOROUGH OF MANHATTAN, OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT SITTING IN THE BOROUGH OF MANHATTAN OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
EACH OF THE BORROWERS, THE ADMINISTRATIVE AGENT AND LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.
EACH BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH
MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.
130
11.16 Waiver
of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART
OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.
11.17 Judgment
Currency. If, for the purposes of obtaining judgment in any court, it is necessary for any Lender Party to convert a sum due hereunder
or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with
normal banking procedures such Lender Party could purchase the first currency with such other currency on the Business Day preceding that
on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it to such Lender Party hereunder
or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other
than that in which such sum is denominated in accordance with the Agreement Currency, be discharged only to the extent that on the Business
Day following receipt by such Lender Party of any sum adjudged to be so due in the Judgment Currency, such Lender Party may in accordance
with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so
purchased is less than the sum originally due to such Lender Party from any Borrower in the Agreement Currency, such Borrower agrees,
as a separate obligation and notwithstanding any such judgment, to indemnify such Lender Party against such loss. If the amount of the
Agreement Currency so purchased is greater than the sum originally due to such Lender Party in such currency, such Lender Party agrees
to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under Applicable Law).
11.18 No Advisory or
Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, each Borrower acknowledges and
agrees that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith
(including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an
arm’s-length commercial transaction between the Borrowers and their respective Affiliates, on the one hand, and the
Administrative Agent, the Lenders and the Arrangers, on the other hand, and each Borrower is capable of evaluating and understanding
and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents
(including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such
transaction, the Administrative Agent, each Lender and each Arranger each is and has been acting solely as a principal and is not
the financial advisor, agent or fiduciary, for the Borrowers or any of their respective Affiliates, stockholders, creditors or
employees or any other Person; (iii) except as expressly set forth in Section 11.07(c), neither the Administrative Agent nor
any Lender or Arrangers has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrowers with
respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment,
waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any of the
Lenders or Arrangers has advised or is currently advising any Borrower or any of their respective Affiliates on other matters) and
neither the Administrative Agent nor any Lender or Arrangers has any obligation to any Borrower or any of their respective
Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other
Loan Documents; (iv) the Administrative Agent, the Lenders and the Arrangers and their respective Affiliates may be engaged in a
broad range of transactions that involve interests that differ from those of the Borrowers and their respective Affiliates, and
neither the Administrative Agent nor any Lender or Arrangers has any obligation to disclose any of such interests by virtue of any
advisory, agency or fiduciary relationship; and (v) the Administrative Agent, the Lenders and the Arrangers have not provided and
will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby
(including any amendment, waiver or other modification hereof or of any other Loan Document) and each Borrower has consulted its own
legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each Borrower hereby waives and releases, to
the fullest extent permitted by law, any claims that it may have against the Administrative Agent, the Lenders and the Arrangers
with respect to any breach or alleged breach of agency (except for any breach of the express terms of Section 11.07(c)) or
fiduciary duty. Each Borrower agrees that it will not claim that any of the Administrative Agent, the Lenders or Arrangers has
rendered advisory services of any nature or respect or owes a fiduciary or similar duty to such Borrower in connection with any
transactions contemplated hereby.
131
11.19 USA
PATRIOT Act Notice. Each Lender that is subject to the Act and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies the Borrowers that pursuant to the requirements of the Act, it is required to obtain, verify and record information that
identifies the Borrowers, which information includes the name and address of each Borrower and other information that will allow such
Lender or the Administrative Agent, as applicable, to identify each Borrower in accordance with the Act and the Beneficial Ownership Regulation.
11.20 Margin
Stock. Each Lender hereby confirms that it has not relied upon any Margin Stock of the Company or any of its Subsidiaries as collateral
in extending or maintaining its Commitment hereunder.
11.21 Electronic
Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including
Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic
Signatures. Each of the Loan Parties and each of the Administrative Agent and each Lender Party agrees that any Electronic Signature
on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original
signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation
of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed
original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including
both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt,
the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication
which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted
into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Lender Parties may, at
its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic
Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original
paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an
original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding
anything contained herein to the contrary, neither the Administrative Agent nor Swing Line Lender is under any obligation to accept
an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by
it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent and/or Swing Line Lender has
agreed to accept such Electronic Signature, the Administrative Agent and each of the Lender Parties shall be entitled to rely on any
such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Lender Party without further verification
and (b) upon the request of the Administrative Agent or any Lender Party, any Electronic Signature shall be promptly followed by
such manually executed counterpart.
132
Neither the Administrative
Agent nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt,
in connection with the Administrative Agent’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy,
emailed .pdf or any other electronic means). The Administrative Agent and Swing Line Lender shall be entitled to rely on, and shall incur
no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be
a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or
any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether
or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).
Each of the Loan
Parties and each Lender Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability
of this Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan Document,
and (ii) any claim against the Administrative Agent, each Lender Party and each Related Party for any liabilities arising solely from
the Administrative Agent’s and/or any Lender Party’s reliance on or use of Electronic Signatures, including any liabilities
arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery
or transmission of any Electronic Signature.
11.22 Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender
or any L/C Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured,
may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:
(a) the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any Lender or any L/C Issuer that is an Affected Financial Institution; and
(b)
the effects of any Bail-In Action on any such liability, including, if applicable:
(i)
a reduction in full or in part or cancellation of any such liability;
(ii) a conversion of all, or a portion of, such liability into
shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution
that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it
in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
133
(iii) the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.
11.23 Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap
Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC,
a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal
Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection
Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such
Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC
may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United
States):
(a) In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such
QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed
by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party
becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply
to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater
extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents
were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood
and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered
Party with respect to a Supported QFC or any QFC Credit Support.
(b)
As used in this Section 11.23, the following terms have the following meanings:
“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with,
12 U.S.C. 1841(k)) of such party.
“Covered
Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 382.2(b).
“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.
“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).
134
[Signature pages
intentionally omitted.]
135
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v3.26.1
Cover
Mar. 30, 2026
Cover [Abstract]
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Entity File Number
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Entity Central Index Key
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Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
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