Exhibit 10.2


 


EXECUTION COPY


 


RECEIVABLES FINANCING AGREEMENT


 


Dated as of April 1, 2021


 


by and among


 


EVOQUA FINANCE LLC,


as Borrower,


 


THE PERSONS FROM TIME TO TIME PARTY HERETO,


as Lenders,


 


PNC BANK, NATIONAL ASSOCIATION,


as Administrative Agent,


 


EVOQUA WATER TECHNOLOGIES LLC,


as initial Servicer,


 


and


 


PNC CAPITAL MARKETS LLC,


as Structuring Agent



 






     


     


    

 


Table
of Contents


 


Page


 


	ARTICLE I DEFINITIONS	1
	SECTION 1.01. Certain Defined Terms	1
	SECTION 1.02. Other Interpretative Matters	24
	ARTICLE II TERMS OF THE LOANS	24
	SECTION 2.01. Loan Facility	24
	SECTION 2.02. Making Loans; Repayment of Loans	25
	SECTION 2.03. Interest and Fees	26
	SECTION 2.04. Records of Loans	27
	SECTION 2.05. Selection of Interest Rates and Tranche Periods	27
	SECTION 2.06. Security Interest	27
	ARTICLE III SETTLEMENT PROCEDURES AND PAYMENT PROVISIONS	28
	SECTION 3.01. Settlement Procedures	28
	SECTION 3.02. Payments and Computations, Etc.	31
	ARTICLE IV INCREASED COSTS; FUNDING LOSSES; TAXES; ILLEGALITY	31
	SECTION 4.01. Increased Costs	31
	SECTION 4.02. Funding Losses	33
	SECTION 4.03. Taxes	33
	SECTION 4.04. Inability to Determine Adjusted LIBOR or LMIR; Change in Legality	37
	SECTION 4.05. Benchmark Replacement Setting	38
	ARTICLE V CONDITIONS to Effectiveness and CREDIT EXTENSIONS	46
	SECTION 5.01. Conditions Precedent to Effectiveness and the Initial Credit Extension	46
	SECTION 5.02. Conditions Precedent to All Credit Extensions	46
	SECTION 5.03. Conditions Precedent to All Releases	46
	ARTICLE VI REPRESENTATIONS AND WARRANTIES	47
	SECTION 6.01. Representations and Warranties of the Borrower	47
	SECTION 6.02. Representations and Warranties of the Servicer	51
	ARTICLE VII COVENANTS	54
	SECTION 7.01. Covenants of the Borrower	54
	SECTION 7.02. Covenants of the Servicer	63
	SECTION 7.03. Separate Existence of the Borrower	69



 






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	ARTICLE VIII ADMINISTRATION AND COLLECTION OF RECEIVABLES	73
	SECTION 8.01. Appointment of the Servicer	73
	SECTION 8.02. Duties of the Servicer	74
	SECTION 8.03. Collection Account Arrangements	74
	SECTION 8.04. Enforcement Rights	75
	SECTION 8.05. Responsibilities of the Borrower	76
	SECTION 8.06. Servicing Fee	77
	ARTICLE IX EVENTS OF DEFAULT	77
	SECTION 9.01. Events of Default	77
	ARTICLE X THE ADMINISTRATIVE AGENT	81
	SECTION 10.01. Authorization and Action	81
	SECTION 10.02. Administrative Agent’s Reliance, Etc.	81
	SECTION 10.03. Administrative Agent and Affiliates	81
	SECTION 10.04. Indemnification of Administrative Agent	82
	SECTION 10.05. Delegation of Duties	82
	SECTION 10.06. Action or Inaction by Administrative Agent	82
	SECTION 10.07. Notice of Events of Default; Action by Administrative Agent	82
	SECTION 10.08. Non-Reliance on Administrative Agent and Other Parties	83
	SECTION 10.09. Successor Administrative Agent	83
	SECTION 10.10. Structuring Agent	83
	SECTION 10.11. Erroneous Payment	84
	ARTICLE XI INDEMNIFICATION	85
	SECTION 11.01. Indemnities by the Borrower	85
	SECTION 11.02. Indemnification by the Servicer	88
	ARTICLE XII MISCELLANEOUS	89
	SECTION 12.01. Amendments, Etc.	89
	SECTION 12.02. Notices, Etc.	90
	SECTION 12.03. Assignability; Addition of Lenders	90
	SECTION 12.04. Costs and Expenses	93



 






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	SECTION 12.05. No Proceedings; Limitation on Payments	93
	SECTION 12.06. Confidentiality	94
	SECTION 12.07. GOVERNING LAW	95
	SECTION 12.08. Execution in Counterparts	95
	SECTION 12.09. Integration; Binding Effect; Survival of Termination	95
	SECTION 12.10. CONSENT TO JURISDICTION	96
	SECTION 12.11. WAIVER OF JURY TRIAL	96
	SECTION 12.12. Ratable Payments	96
	SECTION 12.13. Limitation of Liability	97
	SECTION 12.14. Intent of the Parties	97
	SECTION 12.15. USA Patriot Act	97
	SECTION 12.16. Right of Setoff	98
	SECTION 12.17. Severability	98
	SECTION 12.18. Mutual Negotiations	98
	SECTION 12.19. Captions and Cross References	98



 






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	EXHIBITS	 	 
	 	 	 
	EXHIBIT A	–	Form of Loan Request
	EXHIBIT B	–	Form of Reduction Notice
	EXHIBIT C	–	Form of Assignment and Acceptance Agreement
	EXHIBIT D	–	Form of Assumption Agreement
	
    EXHIBIT E 
	–	Credit and Collection Policy
	EXHIBIT F	–	Form of Monthly Information Package, Weekly Interim Report and Daily Interim Report
	EXHIBIT G	–	Form of Compliance Certificate
	EXHIBIT H	–	Closing Memorandum
	 		 
	SCHEDULES		 
	 		 
	SCHEDULE I	–	Commitments
	SCHEDULE II	–	Lock-Boxes, Collection Accounts and Collection Account Banks
	SCHEDULE III	–	Notice Addresses
	SCHEDULE IV	–	Post-Closing Conditions
	SCHEDULE V	–	Excluded Receivables



 









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This RECEIVABLES FINANCING
AGREEMENT (this “Agreement”) is entered into as of April 1, 2021 by and among the following parties:


 


(i)      EVOQUA
FINANCE LLC, a Delaware limited liability company, as Borrower (together with its successors and assigns, the “Borrower”);


 


(ii)      the
Persons from time to time party hereto as Lenders;


 


(iii)     PNC
BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent;


 


(iv)     EVOQUA
WATER TECHNOLOGIES LLC, a Delaware limited liability company, in its individual capacity (“Evoqua”) and as initial
Servicer (in such capacity, together with its successors and assigns in such capacity, the “Servicer”); and


 


(v)      PNC
CAPITAL MARKETS LLC, a Pennsylvania limited liability company, as Structuring Agent.


 


PRELIMINARY STATEMENTS


 


The Borrower has acquired,
and will acquire from time to time, Receivables from the Originator(s) pursuant to the Sale and Contribution Agreement. The Borrower has
requested that the Lenders make Loans from time to time to the Borrower, on the terms, and subject to the conditions set forth herein,
secured by, among other things, the Receivables.


 


In consideration of the mutual
agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE
I



DEFINITIONS


 


SECTION 1.01. Certain Defined
Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):


 


“Account Control
Agreement” means each agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower,
the Servicer (if applicable), the Administrative Agent and a Collection Account Bank, governing the terms of the related Collection Accounts
that provides the Administrative Agent with control within the meaning of the UCC over the deposit accounts subject to such agreement.


 






     


     


    

 


“Adjusted
LIBOR” means with respect to any Tranche Period, the interest rate per annum determined by the Administrative Agent by
dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate of interest
determined by the Administrative Agent in accordance with its usual procedures (which determination shall be conclusive absent
manifest error) to be the rate per annum for deposits in Dollars as reported on the Reuters Screen LIBOR01 Page as the composite
offered rate for London interbank deposits for such Tranche Period (or on any successor or substitute page of such service, or any
successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such
service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates
applicable to dollar deposits in the London interbank market) at or about 11:00 a.m. (London time) on the Business Day which is two
(2) Business Days prior to the first day of such Tranche Period for an amount comparable to the Portion of Principal to be funded at
Adjusted LIBOR during such Tranche Period, by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage; provided, however,
that with respect to the initial Tranche Period for a Loan that is not advanced on a Monthly Settlement Date, Adjusted LIBOR shall
be the interest rate per annum equal to LMIR for each day during such initial Tranche Period from the date that such Loan is made
pursuant to Section 2.01 until the next occurring Monthly Settlement Date. The calculation of Adjusted LIBOR may also be
expressed by the following formula:


 


	 	Composite of London interbank
    offered rates shown on
	 	Reuters Screen LIBOR01 Page
    or appropriate successor
	Adjusted LIBOR =	__________________________________________
	 	 
	 	1.00 - Euro-Rate Reserve Percentage




 


Adjusted LIBOR shall be adjusted
on the effective date of any change in the Euro-Rate Reserve Percentage as of such effective date. The Administrative Agent shall give
prompt notice to the Borrower of Adjusted LIBOR as determined or adjusted in accordance herewith (which determination shall be conclusive
absent manifest error). Notwithstanding the foregoing, if Adjusted LIBOR as determined herein would be less than zero percent (0.00%)
per annum, such rate shall be deemed to be zero percent (0.00%) per annum for purposes of this Agreement.


 


“Administrative Agent”
means PNC, in its capacity as contractual representative for the Credit Parties, and any successor thereto in such capacity appointed
pursuant to Article X or Section 12.03(f).


 


“Adverse Claim”
means any ownership interest or claim, mortgage, deed of trust, pledge, lien, security interest, hypothecation, charge or other encumbrance
or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title
retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing
statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the
filing); it being understood that any thereof in favor of, or assigned to, the Administrative Agent (for the benefit of the Secured Parties)
shall not constitute an Adverse Claim. Notwithstanding the foregoing, so long as neither the Borrower nor the Servicer is in breach of
its covenants under Sections 7.01(dd) or 7.02(s) (as applicable) and the Mayer Electric Financing Statement is not then
effective to perfect an existing security interest, ownership interest or similar lien or interest in any Pool Receivable or Related Security,
then the Mayer Electric Financing Statement shall be deemed not to constitute an “Adverse Claim.”


 


“Advisors”
has the meaning set forth in Section 12.06(c).


 


“Affected Person”
means each Credit Party and each of their respective Affiliates.


 






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“Affiliate”
means, as to any Person: (a) any other Person that, directly or indirectly, is in control of, is controlled by or is under common control
with such Person or (b) who is a director or officer: (i) of such Person or (ii) of any Person described in clause (a). For purposes
of this definition, control of a Person shall mean the power, direct or indirect: (x) to vote 25% or more of the securities having ordinary
voting power for the election of directors or managers of such Person or (y) to direct or cause the direction of the management and policies
of such Person, in either case whether by ownership of securities, contract, proxy or otherwise.


 


“Aggregate Interest”
means, at any time of determination, the aggregate accrued and unpaid Interest on the Loans of all Lenders at such time.


 


“Aggregate Principal”
means, at any time of determination, the aggregate outstanding Principal of all Lenders at such time.


 


“Agreement”
has the meaning set forth in the preamble to this Agreement.


 


“Anti-Terrorism Laws”
means any Applicable Law relating to terrorism financing, trade sanctions programs and embargoes, import/export licensing, money laundering
or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Applicable Laws.


 


“Applicable Law”
means, with respect to any Person, (x) all provisions of law, statute, treaty, constitution, ordinance, rule, regulation, ordinance, requirement,
restriction, permit, executive order, certificate, decision, directive or order of any Governmental Authority applicable to such Person
or any of its property and (y) all judgments, injunctions, orders, writs, decrees and awards of all courts and arbitrators in proceedings
or actions in which such Person is a party or by which any of its property is bound. For the avoidance of doubt, FATCA shall constitute
an “Applicable Law” for all purposes of this Agreement.


 


“Assignment and Acceptance
Agreement” means an assignment and acceptance agreement entered into by a Lender, an Eligible Assignee and the Administrative
Agent, and, if required, the Borrower, pursuant to which such Eligible Assignee may become a party to this Agreement, in substantially
the form of Exhibit C hereto.


 


“Assumption Agreement”
has the meaning set forth in Section 12.03(i).


 


“Attorney Costs”
means and includes all fees, costs, expenses and disbursements of any law firm or other external counsel and all disbursements of internal
counsel.


 


“Bankruptcy Code”
means the United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.).


 


“Base Rate”
means, for any day and any Lender, a fluctuating interest rate per annum as shall be in effect from time to time, which rate shall be
at all times equal to the higher of:


 


(a)      the
rate of interest in effect for such day as publicly announced from time to time by such Lender or its Affiliate as its
 “reference rate” or “prime rate”, as applicable. Such “reference rate” or “prime
rate” is set by the applicable Lender or its Affiliate based upon various factors, including such Person’s costs and
desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be
priced at, above or below such announced rate, and is not necessarily the lowest rate charged to any customer; and


 


(b)      0.50%
per annum above the latest Overnight Bank Funding Rate.


 






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Notwithstanding the foregoing,
the Base Rate for any day shall not be less than zero percent (0.00%) per annum.


 


“Beneficial Owner”
means, for the Borrower, each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of the Borrower’s
Capital Stock; and (b) a single individual with significant responsibility to control, manage, or direct the Borrower.


 


“Beneficial Ownership
Regulation” means 31 C.F.R. § 1010.230.


 


“Borrower”
has the meaning specified in the preamble to this Agreement.


 


“Borrower Indemnified
Amounts” has the meaning set forth in Section 11.01(a).


 


“Borrower Indemnified
Party” has the meaning set forth in Section 11.01(a).


 


“Borrower Obligations”
means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising
or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Borrower to any Credit Party, Borrower
Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or
the transactions contemplated hereby or thereby, and shall include all Principal and Interest on the Loans, all Fees and all other amounts
due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including
interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Borrower (in
each case whether or not allowed as a claim in such proceeding).


 


“Borrower’s
Net Worth” means, at any time of determination, an amount equal to (i) the aggregate Outstanding Balance of all Pool Receivables
at such time, minus (ii) the sum of (A) the Aggregate Principal at such time, plus (B) the Aggregate Interest at such time,
plus (C) the aggregate accrued and unpaid Fees at such time, plus (D) the aggregate outstanding principal balance of all
Subordinated Loans at such time, plus (E) the aggregate accrued and unpaid interest on all Subordinated Loans at such time, plus
(F) without duplication, the aggregate accrued and unpaid other Borrower Obligations at such time.


 


“Borrowing Base”
means, at any time of determination, the amount equal to the lesser of (a) the Facility Limit and (b) the amount equal to (i) the Net
Receivables Pool Balance at such time, multiplied by (ii) 75%.


 


“Borrowing Base Deficit”
means, at any time of determination, the amount, if any, by which (a) the Aggregate Principal at such time, exceeds (b) the Borrowing
Base at such time.


 






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“Breakage Fee”
means (i) for any Interest Period for which Interest is computed by reference to Adjusted LIBOR and a reduction of Principal is made for
any reason on any day other than the last day of the related Interest Period or (ii) to the extent that the Borrower shall for any reason,
fail to borrow on the date specified by the Borrower in connection with any request for funding pursuant to Article II of this
Agreement, the amount, if any, by which (A) the additional Interest (calculated without taking into account any Breakage Fee or any shortened
duration of such Interest Period pursuant to the definition thereof) which would have accrued during such Interest Period on the reductions
of Principal relating to such Interest Period had such reductions not been made (or, in the case of clause (ii) above, the amounts
so failed to be borrowed or accepted in connection with any such request for funding by the Borrower), exceeds (B) the income, if any,
received by the applicable Lender from the investment of the proceeds of such reductions of Principal (or such amounts failed to be borrowed
by the Borrower). A certificate as to the amount of any Breakage Fee (including the computation of such amount) shall be submitted by
the affected Lender to the Borrower and shall be conclusive and binding for all purposes, absent manifest error.


 


“Business Day”
means any day (other than a Saturday or Sunday) on which: (a) banks are not authorized or required to close in Pittsburgh, Pennsylvania,
or New York City, New York and (b) if this definition of “Business Day” is utilized in connection with Adjusted LIBOR or LMIR,
dealings are carried out in the London interbank market.


 


“Capital Stock”
means, with respect to any Person, any and all common shares, preferred shares, interests, participations, rights in or other equivalents
(however designated) of such Person’s capital stock, partnership interests, limited liability company interests, membership interests
or other equivalent interests and any rights (other than debt securities convertible into or exchangeable for capital stock), warrants
or options exchangeable for or convertible into such capital stock or other equity interests.


 


“Certificate of Beneficial
Ownership” means, for the Borrower, a certificate in form and substance acceptable to the Administrative Agent (as amended or
modified by the Administrative Agent from time to time in its sole discretion), certifying, among other things, the Beneficial Owner of
the Borrower.


 


“Change in Control”
means the occurrence of any of the following:


 


(a)      Evoqua
ceases to directly own 100% of the issued and outstanding Capital Stock of the Borrower;


 


(b)      any Subordinated
Loan or interest therein (including any participation interest) shall at any time cease to be owned by an Originator free and clear of
all Adverse Claims


 


(c)      Holdings
III ceases to own, directly or indirectly, 100% of the issued and outstanding Capital Stock, membership interests or other equity interests
of Evoqua or any other Originator;


 


(d)      Holdings
II ceases to directly own 100% of the issued and outstanding Capital Stock of Holdings III;


 


(e)      Parent
ceases to directly own 100% of the issued and outstanding Capital Stock of Holdings II; or


 


(f)       the
occurrence of any Credit Agreement Change of Control.


 






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“Change in Law”
means the occurrence, after the Closing Date, 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
and (y) all requests, rules, guidelines or directives 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 the
agreements reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient
Banks and Banking Systems”, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted
or issued.


 


“Closing Date”
means April 1, 2021.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Collateral”
has the meaning set forth in Section 2.06.


 


“Collection Account”
means each account listed on Schedule II to this Agreement (as such schedule may be modified from time to time in connection
with the closing or opening of any Collection Account in accordance with the terms hereof) (in each case, in the name of the Borrower)
and maintained at a bank or other financial institution acting as a Collection Account Bank for the purpose of receiving Collections.


 


“Collection Account
Bank” means any of the banks or other financial institutions holding one or more Collection Accounts.


 


“Collections”
means, with respect to any Pool Receivable: (a) all funds that are received by any Originator, the Borrower, the Servicer or any other
Person on their behalf in payment of any amounts owed in respect of such Pool Receivable (including purchase price, service charges, finance
charges, interest, fees and all other charges), or applied to amounts owed in respect of such Pool Receivable (including insurance payments,
proceeds of drawings under supporting letters of credit and net proceeds of the sale or other disposition of repossessed goods or other
collateral or property of the related Obligor or any other Person directly or indirectly liable for the payment of such Pool Receivable
and available to be applied thereon), (b) all Deemed Collections, (c) all proceeds of all Related Security with respect to such Pool Receivable
and (d) all other proceeds of such Pool Receivable.


 


“Commitment”
means, with respect to any Lender, the maximum aggregate amount of Principal which such Person is obligated to lend or pay hereunder
on account of all Loans, on a combined basis, as set forth on Schedule I or in the Assumption Agreement or other agreement
pursuant to which it became a Lender, as such amount may be modified in connection with any subsequent assignment pursuant to Section
12.03 or in connection with a reduction in the Facility Limit pursuant to Section 2.02(e). If the context so requires,
 “Commitment” also refers to a Lender’s obligation to make Loans hereunder in accordance with this Agreement.


 






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“Concentration Percentage”
means, with respect to any Obligor, 10.00%.


 


“Contract”
means, with respect to any Receivable, any and all contracts, instruments, agreements, leases, invoices, notes or other writings pursuant
to which such Receivable arises or that evidence such Receivable or under which an Obligor becomes or is obligated to make payment in
respect of such Receivable.


 


“Controlled Group”
means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated)
under common control which, together with Parent or any of its Subsidiaries, are treated as a single employer under Section 414 of the
Code.


 


“Covered Entity”
means (a) each of Borrower, the Servicer, each Performance Guarantor, each Originator, the Parent and each of Parent’s Subsidiaries
and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition,
control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity
interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for
such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity
interests, contract or otherwise.


 


“Credit Agreement” means that
certain Credit Agreement, dated as of April 1, 2021, among Holdings III, as borrower, Holdings II, as holdings, the lenders party thereto
and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.


 


“Credit Agreement
Change of Control” means any “Change of Control” under and as defined in the Credit Agreement, as in effect on the
Closing Date without giving effect to any amendment, restatement or waiver thereof unless such amendment, restatement or waiver has been
consented to by the Administrative Agent in writing.


 


“Credit and Collection
Policy” means, as the context may require, those receivables credit and collection policies and practices of the Originators
in effect on the Closing Date and described in Exhibit E, as modified in compliance with this Agreement.


 


“Credit Extension”
means the making of any Loan.


 


“Credit Party”
means each Lender, the Structuring Agent and the Administrative Agent.


 


“Daily Report”
means a report, in substantially the form of Exhibit F.


 


“Daily
Reporting Period” means the period (a) beginning on the fifth (5th) Business Day after the date (or, if an
Event of Default has occurred and is continuing, on the date), if any, on which the Administrative Agent (in its sole discretion)
delivers written notice to the Servicer stating that the Servicer shall be required to deliver Daily Reports hereunder, and (b)
ending on the date, if any, designated by the Administrative Agent (in its sole discretion) by written notice to the Servicer.


 






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“Days’ Sales
Outstanding” means 60 days.


 


“Debt”
means, as to any Person at any time of determination, any and all indebtedness, obligations or liabilities (whether matured or unmatured,
liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i)
borrowed money, (ii) amounts raised under or liabilities in respect of any bonds, debentures, notes, note purchase, acceptance or credit
facility, or other similar instruments or facilities, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit,
(iv) any other transaction (including production payments (excluding royalties), installment purchase agreements, forward sale or purchase
agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by
such Person to finance its operations or capital requirements (but not including accounts payable incurred in the ordinary course of such
Person’s business payable on terms customary in the trade), (v) all net obligations of such Person in respect of interest rate or
currency hedges or (vi) any Guaranty of any such Debt.


 


“Deemed Collections”
has the meaning set forth in Section 3.01(d).


 


“Defaulted Receivable”
means a Receivable:


 


(a)      as
to which any payment, or part thereof, remains unpaid for more than 121 days from the invoice date for such payment;


 


(b)      as
to which an Insolvency Proceeding shall have occurred with respect to the Obligor thereof or any other Person obligated thereon or owning
any Related Security with respect thereto;


 


(c)      that
has been written off the applicable Originator’s or the Borrower’s books as uncollectible; or


 


(d)      that,
consistent with the Credit and Collection Policy, should be written off the applicable Originator’s or the Borrower’s books
as uncollectible;


 


provided, however,
that in each case above such amount shall be calculated without giving effect to any netting of credits that have not been matched to
a particular Receivable for the purposes of aged trial balance reporting.


 


“Delinquency Ratio”
means the ratio (expressed as a percentage and rounded to the nearest 1/100 of 1%, with 5/1000th of 1% rounded upward) computed as of
the last day of each Fiscal Month by dividing: (a) the aggregate Outstanding Balance of all Pool Receivables that were Delinquent
Receivables on such day, by (b) the aggregate Outstanding Balance of all Pool Receivables on such day.


 


“Delinquent
Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for more than 120 days from the
original invoice date for such payment; provided, however, that such amount shall be calculated without giving effect
to any netting of credits that have not been matched to a particular Receivable for the purposes of aged trial balance
reporting.


 






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“Dollars”
and “$” each mean the lawful currency of the United States of America.


 


“Eligible Assignee”
means (i) any Lender or any of its Affiliates, (ii) any Person managed by a Lender or any of its Affiliates and (iii) any other financial
or other institution.


 


“Eligible Foreign
Obligor” means an Obligor that is organized in or that has a head office (domicile), registered office, and chief executive
office located in a country other than the United States of America that is not a Sanctioned Country.


 


“Eligible Receivable”
means, at any time of determination, a Pool Receivable:


 


(a)      the
Obligor of which is: (i) a U.S. Obligor or an Eligible Foreign Obligor; (ii) not a Sanctioned Person; (iii) not an Affiliate of the Borrower,
the Servicer, any Performance Guarantor, the Parent or any Originator; (iv) not the Obligor with respect to Delinquent Receivables with
an aggregate Outstanding Balance exceeding 50% of the aggregate Outstanding Balance of all such Obligor’s Pool Receivables; (v)
not a natural person and (vi) not a material supplier to any Originator or an Affiliate of a material supplier;


 


(b)     for
which an Insolvency Proceeding shall not have occurred with respect to the Obligor thereof or any other Person obligated thereon or owning
any Related Security with respect thereto;


 


(c)     that
is denominated and payable only in Dollars in the United States of America, and the Obligor with respect to which has been instructed
to remit Collections in respect thereof directly to a Lock-Box or Collection Account in the United States of America;


 


(d)      that
does not have a due date which is more than 120 days after the original invoice date of such Receivable;


 


(e)     that
(i) arises under a Contract for the sale of goods or services in the ordinary course of the applicable Originator’s business and
(ii) does not constitute a loan or other similar financial accommodation being provided by the applicable Originator;


 


(f)       that
arises under a duly authorized Contract that (i) is in full force and effect, (ii) is governed by the law of the United States of America
or of any State thereof, (iii) is a legal, valid and binding obligation of the related Obligor, enforceable against such Obligor in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law and (iv) the payments thereunder are free and clear of any withholding Taxes;


 






    9


     


    

 


(g)      that has been transferred by an Originator to the Borrower pursuant to the Sale and Contribution Agreement with respect to which
transfer all conditions precedent under the Sale and Contribution Agreement have been met;


 


(h)      that,
together with the Contract related thereto, conforms in all material respects with all Applicable Laws (including any applicable laws
relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices
and privacy);


 


(i)      with
respect to which all consents, licenses, approvals or authorizations of, or registrations or declarations with or notices to, any Governmental
Authority or other Person required to be obtained, effected or given by an Originator in connection with the creation of such Receivable,
the execution, delivery and performance by such Originator of the related Contract or the assignment thereof under the Sale and Contribution
Agreement have been duly obtained, effected or given and are in full force and effect;


 


(j)       that
is not subject to any existing asserted dispute, right of rescission, set-off, counterclaim, any other defense against the applicable
Originator (or any assignee of such Originator) or Adverse Claim, and the Obligor of which holds no right as against the applicable Originator
to cause such Originator to repurchase the goods or merchandise, the sale of which shall have given rise to such Receivable;


 


(k)      that satisfies all applicable requirements of the Credit and Collection Policy;


 


(l)       that,
together with the Contract related thereto, has not been modified, waived or restructured since its creation, except as permitted pursuant
to Section 8.02 of this Agreement;


 


(m)     in
which the Borrower owns good and marketable title, free and clear of any Adverse Claims, and that is freely assignable (including without
any consent of the related Obligor or any Governmental Authority), and the payments thereon are free and clear of any, or increased to
account for any applicable, withholding Taxes;


 


(n)      for which the Administrative Agent (on behalf of the Secured Parties) shall have a valid and enforceable first priority perfected
security interest therein and in the Related Security and Collections with respect thereto, in each case free and clear of any Adverse
Claim;


 


(o)      that (x) constitutes an “account” or “general intangible” (as defined in the UCC), (y) is not evidenced
by instruments or chattel paper and (z) does not constitute, or arise from the sale of, as-extracted collateral (as defined in the UCC);


 


(p)      that
is neither a Defaulted Receivable nor a Delinquent Receivable;


 


(q)      for
which no Originator, the Borrower, the Parent, any Performance Guarantor or the Servicer has established any offset or netting
arrangements (including customer deposits and advance payments (including payments relating to unearned revenues)) with the related
Obligor in connection with the ordinary course of payment of such Receivable;


 






    10


     


    

 



 


(r)               
that represents amounts earned and payable by the Obligor that are not subject to the performance of additional services by the
Originator thereof or by the Borrower and the related goods or merchandise shall have been shipped and/or services performed; provided,
however, that Eligible Unbilled Receivables may be subject to the applicable Originators’ performance of additional services
prior to the scheduled date of billing or invoicing such Receivable;


 


(s)                
which (i) does not arise from a sale of accounts made as part of a sale of a business or constitute an assignment for the purpose
of collection only, (ii) is not a transfer of a single account made in whole or partial satisfaction of a preexisting indebtedness or
an assignment of a right to payment under a contract to an assignee that is also obligated to perform under the contract and (iii) is
not a transfer of an interest in or an assignment of a claim under a policy of insurance;


 


(t)                
which does not relate to the sale of any consigned goods or finished goods which have incorporated any consigned goods into such
finished goods;


 


(u)               
for which the related Originator has recognized the related revenue on its financial books and records in accordance with GAAP;


 


(v)               
for which neither the related Originator nor any Affiliate thereof is holding any deposits received by or on behalf of the related
Obligor; provided that only the portion of such Pool Receivable in an amount equal to such deposits shall be ineligible; and


 


(w)               
if such Receivable is an Unbilled Receivable, it is an Eligible Unbilled Receivable.


 


“Eligible Unbilled
Receivable” means, at any time, any Unbilled Receivable for which not more than sixty (60) days have elapsed since the date
such Unbilled Receivable became a Pool Receivable.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974.


 


“ERISA Affiliate”
means, with respect to any Person, any corporation, trade or business which together with the Person is a member of a controlled group
of corporations or a controlled group of trades or businesses and would be deemed a “single employer” within the meaning of
Sections 414(b), (c), (m) of the Code or Section 4001(b) of ERISA.


 


“Erroneous Payment”
has the meaning assigned to it in Section 10.11(a).


 


“Erroneous Payment
Notice” has the meaning assigned to it in Section 10.11(b).


 


“Euro-Rate
Reserve Percentage” means, the maximum effective percentage in effect on such day as prescribed by the Board of Governors
of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal, and
emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency
Liabilities”).


 






    11


     


    

 


“Event of Default”
has the meaning specified in Section 9.01. For the avoidance of doubt, any Event of Default that occurs shall be deemed to be continuing
at all times thereafter unless and until waived in accordance with Section 12.01.


 


“Evoqua”
has the meaning set forth in the preamble.


 


“Excess Concentration”
means the sum of the following amounts, without duplication:


 


(a)       the
sum of the amounts calculated for each of the Obligors equal to the excess (if any) of (i) the aggregate Outstanding Balance of the Eligible
Receivables of such Obligor, over (ii) the product of (x) such Obligor’s Concentration Percentage, multiplied by (y)
the aggregate Outstanding Balance of all Eligible Receivables; plus


 


(b)       the
excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables that are Eligible Unbilled Receivables, over
(ii) the product of (x) 12.00%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables; provided,
however, that the Administrative Agent may, at any time and in its sole discretion, reduce the percentage in clause (x)
above to any lower percentage of its choosing (including to 0%) by providing the Borrower with ten (10) Business Days’ prior written
notice thereof; plus


 


(c)       the
excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables that are Eligible Unbilled Receivables that the applicable
Originator (or the Servicer on its behalf) has not scheduled to be billed or invoiced to the related Obligor within the next sixty (60)
days, over (ii) the product of (x) zero percent (0.00%), multiplied by (y) the aggregate Outstanding Balance of all Eligible
Receivables.


 


“Excluded Receivable”
means any Receivable (as defined without giving effect to the proviso in the definition thereof) owed by an Obligor and arising
under a Contract (identified by contract name), in each case, specified on Schedule V, as amended or supplemented from time to
time with the written agreement of the Borrower and the Administrative Agent (in its sole discretion). No Excluded Receivable shall subsequently
become a Pool Receivable and no Pool Receivable shall subsequently become an Excluded Receivable, except as agreed in writing between
the Borrower and the Administrative Agent (in its sole discretion).


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to an Affected Person or required to be withheld or
deducted from a payment to an Affected Person: (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 Affected Person being organized under the laws of, or having
its principal office or, in the case of any Lender, its applicable 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 the Loans or
Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or (ii)
such Lender changes its lending office, except in each case to the extent that 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 a Lender’s failure to comply with Sections 4.03(f), (g),
or (i), and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.


 






    12


     


    

 


“Facility Limit”
means $150,000,000 as reduced from time to time pursuant to Section 2.02(e). References to the unused portion of the Facility
Limit shall mean, at any time of determination, an amount equal to (x) the Facility Limit at such time, minus (y) the Aggregate
Principal at such time.


 


“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, any applicable intergovernmental agreement entered into between the
United States and any other Governmental Authority in connection with the implementation of the foregoing and any fiscal or regulatory
legislation, rules or official practices adopted pursuant to any such intergovernmental agreement.


 


“Federal Reserve
Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.


 


“Fee Letter”
has the meaning specified in Section 2.03(a).


 


“Fees”
has the meaning specified in Section 2.03(a).


 


“Final Maturity Date”
means the date that (i) is ninety (90) days following the Scheduled Termination Date or (ii) such earlier date on which the Aggregate
Principal and all other Borrower Obligations become due and payable pursuant to Section 9.01.


 


“Final Payout Date”
means the date on or after the Termination Date when (i) the Aggregate Principal and Aggregate Interest have been paid in full, (ii) all
Borrower Obligations shall have been paid in full, (iii) all other amounts owing to the Credit Parties and any other Borrower Indemnified
Party or Affected Person hereunder and under the other Transaction Documents have been paid in full and (iv) all accrued Servicing Fees
have been paid in full.


 


“Financial Officer”
of any Person means, the chief executive officer, the chief financial officer, the chief accounting officer, the principal accounting
officer, the controller, the treasurer or the assistant treasurer of such Person.


 


“Fiscal Month”
means each calendar month.


 


“GAAP”
means generally accepted accounting principles in the United States of America, consistently applied.


 






    13


     


    

 


“Governmental
Authority” means the government of the United States of America 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 any supra-national bodies such as the European Union or the European Central Bank).


 


“Guaranty”
means, with respect to any Person, any obligation of such Person guarantying or in effect guarantying any Debt, liability or obligation
of any other Person in any manner, whether directly or indirectly, including any such liability arising by virtue of partnership agreements,
including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other
form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course
of business.


 


“Holdings II”
means EWT Holdings II Corp., a Delaware corporation.


 


“Holdings III”
means EWT Holdings III Corp., a Delaware corporation.


 


“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 the Borrower
or any of its Affiliates under any Transaction Document and (b) to the extent not otherwise described in clause (a) above, Other
Taxes.


 


“Independent Director”
has the meaning set forth in Section 7.03(c).


 


“Insolvency Proceeding”
means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency,
liquidation, receivership, dissolution, winding-up or relief of debtors or (b) any general assignment for the benefit of creditors of
a Person, composition, marshaling of assets for creditors of a Person, or other, similar arrangement in respect of its creditors generally
or any substantial portion of its creditors, in each of clauses (a) and (b) undertaken under U.S. Federal, state or foreign
law, including the Bankruptcy Code.


 


“Intended Tax Treatment”
has the meaning set forth in Section 12.14.


 


“Intercompany Loan
Agreement” has the meaning set forth in the Sale and Contribution Agreement.


 


“Interest”
means, for each Loan for any day during any Interest Period (or portion thereof), the amount of interest accrued on the Principal of such
Loan during such Interest Period (or portion thereof) in accordance with Section 2.03(b).


 


“Interest
Period” means, with respect to each Loan, (a) before the Termination Date: (i) initially, the period commencing on the
date such Loan is made pursuant to Section 2.01 (or in the case of any fees payable hereunder, commencing on the Closing
Date) and ending on (but not including) the next Monthly Settlement Date and (ii) thereafter, each period commencing on such Monthly
Settlement Date and ending on (but not including) the next Monthly Settlement Date and (b) on and after the Termination Date, such
period (including a period of one day) as shall be selected from time to time by the Administrative Agent or, in the absence of any
such selection, each period of 30 days from the last day of the preceding Interest Period.


 






    14


     


    

 


“Interest Rate”
means, for any day in any Interest Period for any Loan (or any portion of Principal thereof), Adjusted LIBOR or LMIR, as determined pursuant
to Section 2.05; provided, however, that the “Interest Rate” for each Loan on any day while an Event
of Default has occurred and is continuing shall be an interest rate per annum equal to the sum of 2.50% per annum plus the greater
of (i) LMIR for such day and (ii) the Base Rate in effect on such day; provided, further, that no provision of this
Agreement shall require the payment or permit the collection of Interest in excess of the maximum permitted by Applicable Law; provided,
further, however, that Interest for any Loan shall not be considered paid by any distribution to the extent that at any
time all or a portion of such distribution is rescinded or must otherwise be returned for any reason.


 


“Interim Report”
means each Weekly Report, Daily Report and Release Report.


 


“Investment Company
Act” means the Investment Company Act of 1940.


 


“LCR Security”
means any commercial paper or security (other than equity securities issued to Evoqua or any other Originator that is a consolidated subsidiary
of Evoqua under GAAP) within the meaning of Paragraph __.32(e)(viii) of the final rules titled Liquidity Coverage Ratio: Liquidity Risk
Measurement Standards, 79 Fed. Reg. 197, 61440 et seq. (October 10, 2014).


 


“Lenders”
means PNC and each other Person that is or becomes a party to this Agreement in the capacity of a “Lender”.


 


“LIBOR Loan”
means any Loan accruing Interest at Adjusted LIBOR.


 


“LMIR”
means for any day during any Interest Period, the interest rate per annum determined by the Administrative Agent (which determination
shall be conclusive absent manifest error) by dividing (i) the one-month Eurodollar rate for Dollar deposits as reported on the Reuters
Screen LIBOR01 Page or any other service or page that may replace such page from time to time for the purpose of displaying offered rates
of leading banks for London interbank deposits in Dollars, as of 11:00 a.m. (London time) on such day, or if such day is not a Business
Day, then the immediately preceding Business Day (or if not so reported, then as determined by the Administrative Agent from another recognized
source for interbank quotation), in each case, changing when and as such rate changes, by (ii) a number equal to 1.00 minus the
Euro-Rate Reserve Percentage on such day. The calculation of LMIR may also be expressed by the following formula:


 


      One-month Eurodollar rate for
Dollars


      shown on the Reuters Screen
LIBOR01 Page or appropriate successor


LMIR    =                                                                    


 


      1.00 - Euro-Rate Reserve Percentage


 


LMIR shall be adjusted
on the effective date of any change in the Euro-Rate Reserve Percentage as of such effective date. Notwithstanding the foregoing, if
LMIR as determined herein would be less than zero percent (0.00%) per annum, such rate shall be deemed to be zero percent (0.00%)
per annum for purposes of this Agreement.


 






    15


     


    

 


“Loan”
means any loan made by a Lender pursuant to Section 2.02.


 


“Loan Request”
means a letter in substantially the form of Exhibit A hereto executed and delivered by the Borrower to the Administrative Agent
and the Lenders pursuant to Section 2.02(a).


 


“Lock-Box”
means each locked postal box associated with a Collection Account and maintained by or on behalf of a Collection Account Bank, to which
such Collection Account Bank has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables
and which is listed on Schedule II (as such schedule may be modified from time to time in connection with the addition or removal
of any Lock-Box in accordance with the terms hereof).


 


“Majority Lenders”
means Lenders representing more than 50% of the aggregate Commitments of all Lenders (or, if the Commitments have been terminated, Lenders
representing more than 50% of the aggregate outstanding Principal held by all the Lenders).


 


“Material Adverse
Effect” means relative to any Person (provided that if no particular Person is specified, “Material Adverse Effect”
shall be deemed to be relative to the Borrower, the Performance Guarantors, the Servicer and the Originators, individually and in the
aggregate) with respect to any event or circumstance, a material adverse effect on any of the following:


 


(a)       the
assets, operations, business or financial condition of the Borrower, the Servicer, any Performance Guarantor or any Originator;


 


(b)      the
ability of the Borrower, the Servicer, any Performance Guarantor or any Originator to perform its obligations under this Agreement or
any other Transaction Document to which it is a party;


 


(c)     the
validity or enforceability of this Agreement or any other Transaction Document, or the validity, enforceability, value or collectibility
of any material portion of the Pool Receivables;


 


(d)       the
status, perfection, enforceability or priority of the Administrative Agent’s security interest in any material portion of the Collateral;
or


 


(e)       the
rights and remedies of any Credit Party under the Transaction Documents or associated with its respective interest in any material portion
of the Collateral.


 


“Mayer Electric Financing
Statement” means that certain UCC Financing Statement filed with the Delaware Department of State U.C.C. Filing Section identified
by U.C.C. Initial Filing Number 2020 1074972 and naming Evoqua as debtor, Mayer Electric Supply Company, Inc. and Branch Banking and Trust
Company as secured parties.


 






    16


     


    

 





“Minimum Funding
Threshold” means, on any day, an amount equal to the lesser of (a) the product of (i) 80.00% times (ii) the Facility Limit at
such time and (b) the Borrowing Base at such time.


 


“Monthly Information
Package” means a report, in substantially the form of Exhibit F.


 


“Monthly Settlement
Date” means the twentieth (20th) day of each calendar month (or if such day is not a Business Day, the next occurring
Business Day).


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized statistical rating organization.


 


“Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Borrower, the Servicer, any Originator, the Parent or
any of their respective ERISA Affiliates (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section
414 of the Code) is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or
accrued an obligation to make contributions.


 


“Net Receivables
Pool Balance” means, at any time of determination: (a) the aggregate Outstanding Balance of all Eligible Receivables then in
the Receivables Pool, minus (b) the Excess Concentration.


 


“Obligor”
means, with respect to any Receivable, the Person obligated to make payments pursuant to the Contract relating to such Receivable.


 


“OFAC”
means the U.S. Department of Treasury’s Office of Foreign Assets Control.


 


“Originator”
and “Originators” have the meaning set forth in the Sale and Contribution Agreement, as the same may be modified from
time to time by adding new Originators or removing Originators, in each case in accordance with the prior written consent of the Administrative
Agent.


 


“Other Connection
Taxes” means, with respect to any Affected Person, Taxes imposed as a result of a present or former connection between such
Affected Person and the jurisdiction imposing such Tax (other than connections arising from such Affected Person 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 Transaction Document, or sold or assigned an interest in any Loan or Transaction
Document).


 


“Other Taxes”
means any and all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies or fees
arising from any payment made hereunder or from the execution, delivery, filing, recording, performance or enforcement of, or otherwise
in respect of, this Agreement, the other Transaction Documents and the other documents or agreements to be delivered hereunder or thereunder.


 


“Outstanding
Balance” means, at any time of determination, with respect to any Receivable, the then outstanding principal balance
thereof; provided, however, that, solely for purposes of determining the Excess Concentration and the Net Receivables
Pool Balance, the Outstanding Balance of any Eligible Unbilled Receivable shall be an amount equal to 60.00% of the then outstanding
principal balance thereof.


 






    17


     


    

 


“Overnight Bank Funding
Rate” means for any day, the rate comprised of 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 (“NYFRB”),
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 NYFRB (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 Bank Funding 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 the Administrative Agent at such time (which determination shall
be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero percent (0.00%) per
annum, then such rate shall be deemed to be zero percent (0.00%) per annum. The rate of interest charged shall be adjusted as of each
Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrower.


 


“Parent”
means Evoqua Water Technologies Corp., a Delaware corporation.


 


“Parent Group”
has the meaning set forth in Section 7.03(c).


 


“Participant”
has the meaning set forth in Section 12.03(d).


 


“Participant Register”
has the meaning set forth in Section 12.03(e).


 


“PATRIOT Act”
has the meaning set forth in Section 12.15.


 


“PBGC”
means the Pension Benefit Guaranty Corporation, or any successor thereto.


 


“Pension Plan”
means a pension plan as defined in Section 3(2) of ERISA that is subject to Title IV of ERISA with respect to which any Originator, the
Borrower or any other member of the Controlled Group may have any liability, contingent or otherwise.


 


“Percentage”
means, at any time of determination, with respect to any Lender, a fraction (expressed as a percentage), (a) the numerator of which is
(i) prior to the termination of all Commitments hereunder, its Commitment at such time or (ii) if all Commitments hereunder have been
terminated, the aggregate outstanding Principal of all Loans being funded by the Lenders at such time and (b) the denominator of which
is (i) prior to the termination of all Commitments hereunder, the aggregate Commitments of all Lenders at such time or (ii) if all Commitments
hereunder have been terminated, the Aggregate Principal at such time.


 


“Performance Guarantor”
means each of Holdings II and Holdings III.


 


“Performance Guaranty”
means the Performance Guaranty, dated as of the Closing Date, by the Performance Guarantors in favor of the Administrative Agent for the
benefit of the Secured Parties.


 






    18


     


    

 





“Person”
means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint
venture, limited liability company or other entity, or any Governmental Authority.


 


“PNC” has
the meaning set forth in the preamble to this Agreement.


 


“Pool Receivable”
means a Receivable in the Receivables Pool.


 


“Portion of Principal”
means, with respect to any Lender and its related Principal, the portion of such Principal being funded or maintained by such Lender by
reference to a particular interest rate basis.


 


“Post-Closing Condition”
means each of the conditions described on Schedule IV to this Agreement.


 


“Principal”
means, at any time (i) with respect to any Loan (or any portion thereof), the outstanding principal balance of such Loan (or such portion
thereof) at such time, and (ii) with respect to any Lender, the aggregate Principal (as described in clause (i) above) of such Lender’s
Loans at such time; provided, that if any Principal is reduced by any distribution of Collections or other payment by or on behalf
of the Borrower or otherwise and thereafter all or a portion of such distribution or payment is rescinded or must otherwise be returned
for any reason, such Principal shall be increased by the amount of such rescinded or returned distribution or payment as though it had
not been made.


 


“Receivable”
means any right to payment of a monetary obligation, whether or not earned by performance, owed to any Originator or the Borrower (as
assignee of an Originator), whether constituting an account, chattel paper, payment intangible, instrument or general intangible, in each
instance arising in connection with the sale of goods that have been or are to be sold or for services rendered or to be rendered, and
includes the obligation to pay any service charges, finance charges, interest, fees and other charges with respect thereto; provided,
however, that no Excluded Receivable shall constitute a “Receivable”. Any such right to payment arising from any one
transaction, including any such right to payment represented by an individual invoice or agreement, shall constitute a Receivable separate
from a Receivable consisting of any such right to payment arising from any other transaction.


 


“Receivables Pool”
means, at any time of determination, all of the then outstanding Receivables transferred (or purported to be transferred) to the Borrower
pursuant to the Sale and Contribution Agreement prior to the Termination Date.


 


“Register”
has the meaning set forth in Section 12.03(b).


 


“Related Rights”
has the meaning set forth in Section 1.1 of the Sale and Contribution Agreement.


 






    19


     


    

 


“Related Security”
means, with respect to any Receivable:


 





(a)       all
of the Borrower’s and each Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing
the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable;


 


(b)        all
instruments and chattel paper that may evidence such Receivable;


 


(c)        all
letter of credit rights, other security interests or liens and property subject thereto from time to time purporting to secure payment
of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all UCC financing statements
or similar filings relating thereto;


 


(d)       all
of the Borrower’s and each Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities,
insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or
securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable
or otherwise;


 


(e)        all
books and records of the Borrower and each Originator to the extent related to any of the foregoing, and all rights, remedies, powers,
privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or
other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections
or other proceeds (as such term is defined in the applicable UCC);


 


(f)        all
of the Borrower’s rights, interests and claims under the Sale and Contribution Agreement and the other Transaction Documents; and


 


(g)        all
Collections and other proceeds (as defined in the UCC) of any of the foregoing.


 


“Release”
has the meaning set forth in Section 3.01(a).


 


“Release Report”
means a report, in substantially the form of Exhibit F.


 


“Reportable Compliance
Event” means that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar
charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism
Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual
or probable violation of any Anti-Terrorism Law.


 


“Reportable Event”
means any reportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunder with respect to a Pension Plan
(other than a Pension Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or
(o) of Section 414 of the Code).


 


“Representatives”
has the meaning set forth in Section 12.06(c).


 






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“Required Capital
Amount” means $15,000,000.


 


“Restricted Payments”
has the meaning set forth in Section 7.01(r).


 


“Returned Goods”
means all right, title and interest in and to returned, repossessed or foreclosed goods and/or merchandise the sale of which gave rise
to a Receivable; provided that such goods shall no longer constitute Returned Goods after a Deemed Collection has been deposited
in a Collection Account with respect to the full Outstanding Balance of the related Receivables.


 


“S&P”
means S&P Global Ratings, a division of S&P Global Inc., and any successor thereto that is a nationally recognized statistical
rating organization.


 


“Sale and Contribution
Agreement” means the Sale and Contribution Agreement, dated as of the Closing Date, among the Servicer, the Originators and
the Borrower, as such agreement may be amended, supplemented or otherwise modified from time to time.


 


“Sale and Contribution
Termination Event” has the meaning set forth in the Sale and Contribution Agreement.


 


“Sanctioned Country”
means a country subject to a sanctions program maintained under any Anti-Terrorism Law, including any such country identified on the list
maintained and published by OFAC from time to time.


 


“Sanctioned Person”
means (i) A person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained
and published by OFAC from time to time, (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization
controlled by a Sanctioned Country or (C) a person resident in a Sanctioned Country, to the extent subject to a sanctions program
administered by OFAC, or (iii) any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated,
prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but
not limited to the blocking of property or rejection of transactions), under any Anti-Terrorism Law.


 


“Scheduled Termination
Date” means April 1, 2024.


 


“SEC” means
the U.S. Securities and Exchange Commission or any governmental agencies substituted therefor.


 


“Secured Parties”
means each Credit Party, each Borrower Indemnified Party and each Affected Person.


 


“Securities Act”
means the Securities Act of 1933.


 


“Servicer”
has the meaning set forth in the preamble to this Agreement.


 


“Servicer Indemnified
Amounts” has the meaning set forth in Section 11.02(a).


 


“Servicer Indemnified
Party” has the meaning set forth in Section 11.02(a).


 






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“Servicing Fee”
means the fee referred to in Section 8.06(a) of this Agreement.


 


“Servicing Fee Rate”
means the rate referred to in Section 8.06(a) of this Agreement.


 


“Settlement Date”
means with respect to any Portion of Principal for any Interest Period or any Interest or Fees, (i) so long as no Event of Default has
occurred and is continuing and the Termination Date has not occurred, the Monthly Settlement Date and (ii) on and after the Termination
Date or if an Event of Default has occurred and is continuing, each day selected from time to time by the Administrative Agent (it being
understood that the Administrative Agent may select such Settlement Date to occur as frequently as daily), or, in the absence of such
selection, the Monthly Settlement Date.


 


“Solvent”
means, with respect to any Person and as of any particular date, (i) the present fair market value (or present fair saleable value) of
the assets of such Person is not less than the total amount required to pay the probable liabilities of such Person on its total existing
debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) such Person is able to realize upon
its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal
course of business, (iii) such Person is not incurring debts or liabilities beyond its ability to pay such debts and liabilities as they
mature and (iv) such Person is not engaged in any business or transaction, and is not about to engage in any business or transaction,
for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry
in which such Person is engaged.


 


“Structuring Agent”
means PNC Capital Markets LLC, a Pennsylvania limited liability company.


 


“Subordinated Loan”
has the meaning set forth in the Sale and Contribution Agreement.


 


“Sub-Servicer”
has the meaning set forth in Section 8.01(d).


 


“Subsidiary”
means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock of each class
or other interests having ordinary voting power (other than stock or other interests having such power only by reason of the happening
of a contingency) to elect a majority of the Board of Directors or other managers of such entity are at the time owned, or management
of which is otherwise controlled: (a) by such Person, (b) by one or more Subsidiaries of such Person or (c) by such Person and one or
more Subsidiaries of such Person.


 


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, charges, withholdings (including backup withholding),
assessments, fees or other charges imposed by any Governmental Authority and all interest, penalties, additions to tax and any similar
liabilities with respect thereto.


 


“Termination
Date” means the earliest to occur of (a) the Scheduled Termination Date, (b) only if any Post-Closing Condition has not
been satisfied by such date, July 30, 2021, (c) the date on which the “Termination Date” is declared or deemed to have
occurred under Section 9.01 and (d) the date selected by the Borrower on which all Commitments have been reduced to zero
pursuant to Section 2.02(e).


 






    22


     


    

 


“Threshold Amount”
means (a) with respect to the Borrower, zero ($0), and (b) with respect to any other Person or its Debt, $35,000,000.


 


“Tranche Period”
means, with respect to any LIBOR Loan, a period of one, two or three months selected by the Borrower pursuant to Section 2.05.
Each Tranche Period shall commence on a Monthly Settlement Date and end on (but not including) the Monthly Settlement Date occurring one,
two or three calendar months thereafter, as selected by the Borrower pursuant to Section 2.05; provided, however,
that if the date any Loan made pursuant to Section 2.01 is not a Monthly Settlement Date, the initial Tranche Period for such
Loan shall commence on the date such Loan is made pursuant to Section 2.01 and end on the next Monthly Settlement Date occurring
after the day in the applicable succeeding calendar month which corresponds numerically to the beginning day of such initial Tranche Period;
provided, further, that if any Tranche Period would end after the Termination Date, such Tranche Period (including a period
of one day) shall end on the Termination Date.


 


“Transaction Documents”
means this Agreement, the Sale and Contribution Agreement, the Account Control Agreements, the Fee Letter, each Intercompany Loan Agreement,
the Performance Guaranty and all other certificates, instruments, UCC financing statements, reports, notices, agreements and documents
executed or delivered under or in connection with this Agreement.


 


“UCC” means
the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction.


 


“Unbilled Receivable”
means, at any time, any Receivable as to which the invoice or bill with respect thereto has not yet been sent to the Obligor thereof.


 


“Unmatured Event
of Default” means an event that but for notice or lapse of time or both would constitute an Event of Default.


 


“U.S. Obligor”
means an Obligor that is a Governmental Authority, corporation or other business organization and is organized under the laws of the United
States of America (or of a United States of America territory, district, state, commonwealth, or possession, including Puerto Rico and
the U.S. Virgin Islands) or any political subdivision thereof.


 


“U.S. Tax Compliance
Certificate” has the meaning set forth in Section 4.03(f)(ii)(B)(3).


 


“Volcker Rule”
means Section 13 of the U.S. Bank Holding Company Act of 1956 and the applicable rules and regulations thereunder.


 


“Weekly Report”
means a report, in substantially the form of Exhibit F.


 


“Weekly
Reporting Period” means the period (a) beginning on the fifth (5th) Business Day after the date (or, if an
Event of Default has occurred and is continuing, on the date), if any, on which the Administrative Agent (in its sole discretion)
delivers written notice to the Servicer stating that the Servicer shall be required to deliver Weekly Reports hereunder, and (b)
ending on the date, if any, designated by the Administrative Agent (in its sole discretion) by written notice to the Servicer.


 






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“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.


 


SECTION 1.02. Other Interpretative
Matters. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article
9 of the UCC in the State of New York and not specifically defined herein, are used herein as defined in such Article 9. Unless otherwise
expressly indicated, all references herein to “Article,” “Section,” “Schedule”, “Exhibit”
or “Annex” shall mean articles and sections of, and schedules, exhibits and annexes to, this Agreement. For purposes of this
Agreement, the other Transaction Documents and all such certificates and other documents, unless the context otherwise requires: (a) references
to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (b) the words
 “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement (or the certificate
or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document);
(c) references to any Article, Section, Schedule, Exhibit or Annex are references to Articles, Sections, Schedules, Exhibits and Annexes
in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection,
clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such
Section or definition; (d) the term “including” means “including without limitation”; (e) references to any Applicable
Law refer to that Applicable Law as amended from time to time and include any successor Applicable Law; (f) references to any agreement
refer to that agreement as from time to time amended, restated or supplemented or as the terms of such agreement are waived or modified
in accordance with its terms; (g) references to any Person include that Person’s permitted successors and assigns; (h) headings
are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (i) unless otherwise
provided, in the calculation of time from a specified date to a later specified date, the term “from” means “from and
including”, and the terms “to” and “until” each means “to but excluding”; (j) terms in one gender
include the parallel terms in the neuter and opposite gender; (k) references to any amount as on deposit or outstanding on any particular
date means such amount at the close of business on such day and (l) the term “or” is not exclusive.


 


ARTICLE
II



TERMS OF THE LOANS


 


SECTION 2.01. Loan Facility.
Upon a request by the Borrower pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter set forth,
each Lender shall, ratably in accordance with its respective Commitment, severally and not jointly, make Loans to the Borrower from time
to time during the period from the Closing Date to the Termination Date. Under no circumstances shall any Lender be obligated to make
any such Loan if, after giving effect to such Loan:


 






    24


     


    

 





(i)              
 the Aggregate Principal would exceed the Facility Limit;


 


(ii)             
such Lender’s Principal would exceed such Lender’s Commitment; or


 


(iii)            
the Aggregate Principal would exceed the Borrowing Base.


 


SECTION 2.02. Making Loans;
Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day prior written request from the Borrower
to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A, provided that,
at any time when PNC (or an Affiliate thereof)  is the Administrative Agent hereunder, if the Borrower enters into a separate written
agreement with the Administrative Agent regarding Administrative Agent’s PINACLE® auto-advance service (or any similar or replacement
electronic loan administration service implemented by the Administrative Agent), then any request for a Loan made using such service shall
constitute a Loan Request, and each Loan made pursuant to such service shall be made on the date such Loan Request is received by the
Administrative Agent. Each such request for a Loan shall be made no later than 1:00 p.m. (New York City time) on a Business Day (it
being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall
specify (i) the amount of the Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000),
(ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the
proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).


 


(b)            
On the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions
set forth in Article V and pursuant to the other conditions set forth in this Article II, make available to the Borrower
in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.


 


(c)              
Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds
in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date
such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make
funds available to the Borrower in connection with any Loan hereunder).


 


(d)                The
Borrower shall repay in full the outstanding Principal of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall,
on each Settlement Date, make a prepayment of the outstanding Principal of the Lenders to the extent required under Section
3.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right
to make a prepayment, in whole or in part, of the outstanding Principal of the Lenders (i) at any time when PNC (or an Affiliate
thereof) is the Administrative Agent hereunder, and to the extent the Borrower has entered into a separate written agreement with
the Administrative Agent regarding Administrative Agent’s PINACLE® auto-advance service (or any similar or replacement
electronic loan administration service implemented by the Administrative Agent) pursuant to Section 2.02(a) hereof, on any
Business Day, or (ii) otherwise, on any Business Day upon one (1) Business Day’s prior written notice thereof to the
Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however,
that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 or any higher multiple thereof, (ii) the Borrower
shall not provide any Reduction Notice, and no such Reduction Notice shall be effective, if after giving effect thereto, the
Aggregate Principal at such time would be less than an amount equal to the Minimum Funding Threshold and (iii) any accrued Interest
and Fees in respect of such prepaid Principal shall be paid on the immediately following Settlement Date; provided, however
that notwithstanding the foregoing, a prepayment may be in any amount necessary to reduce any Borrowing Base Deficit existing at
such time to zero.


 






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(e)              
The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender,
terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall
be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall
reduce the Facility Limit to an amount less than $50,000,000. In connection with any partial reduction in the Facility Limit, the Commitment
of each Lender shall be ratably reduced.


 


(f)               
In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding
such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) Principal of each Lender in excess of the
Commitment of such Lender and (B) all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio
of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative
Agent reasonably determines that any portion of the outstanding Borrower Obligations is allocable solely to that portion of the Commitments
being reduced or has arisen solely as a result of such reduction, all of such portion) including, without duplication, any associated
Breakage Fees. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding
Principal, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage
Fees, by paying such amounts to the Lenders.


 


SECTION 2.03.    Interest
and Fees.


 


(a)              
On each Settlement Date, the Borrower shall, in accordance with the terms and priorities for payment set forth in Section 3.01,
pay to each Lender, the Administrative Agent and the Structuring Agent certain fees (collectively, the “Fees”) in the
amounts set forth in the fee letter agreements from time to time entered into, among the Borrower, the Lenders and/or the Administrative
Agent and/or the Structuring Agent (each such fee letter agreement is collectively referred to herein as the “Fee Letter”).


 


(b)              
Each Loan of each Lender and the Principal thereof shall accrue interest on each day when such Principal remains outstanding at
the then applicable Interest Rate for such Loan. The Borrower shall pay all Interest and Fees accrued during each Interest Period on each
Settlement Date in accordance with the terms and priorities for payment set forth in Section 3.01.


 






    26


     


    

 


SECTION 2.04.    Records
of Loans. Each Lender shall record in its records, the date and amount of each Loan made by such the Lender hereunder, the
interest rate with respect thereto, the Interest accrued thereon and each repayment and payment thereof. Subject to Section
12.03(c), such records shall be conclusive and binding absent manifest error. The failure to so record any such information or
any error in so recording any such information shall not, however, limit or otherwise affect the obligations of the Borrower
hereunder or under the other Transaction Documents to repay the Principal of each Lender, together with all Interest accruing
thereon and all other Borrower Obligations.


 


SECTION 2.05.    Selection
of Interest Rates and Tranche Periods.


 


(a)              
Subject to the following sentence, each Loan shall bear interest initially at LMIR. Thereafter, so long as no Event of Default
has occurred and is continuing, the Borrower may from time to time elect to change or continue the type of Interest Rate and/or Tranche
Period borne by each Loan or, subject to the minimum amount requirement for each outstanding Loan set forth in Section 2.02,
a portion thereof by notice to the Administrative Agent not later than 11:00 a.m. (New York City time), one (1) Business Day
prior to the expiration of any Tranche Period or Interest Period, as applicable; provided, that there shall not be more than three
(3) LIBOR Loans outstanding hereunder at any one time; provided, further that for the avoidance of doubt, any change
from LMIR to Adjusted LIBOR and/or any change to a Tranche Period applicable to a Loan shall not be effective until the Monthly Settlement
Date occurring after the date of such request. Any such notices requesting the continuation or conversion of a Loan to the Administrative
Agent may be given by telephone, telecopy, or other telecommunication device acceptable to the Administrative Agent (which notice shall
be irrevocable once given and, if by telephone, shall be promptly confirmed in writing in a manner acceptable to the Administrative Agent).


 


(b)              
If, by the time required in Section 2.05(a), the Borrower fails to select a Tranche Period or Interest Rate for any
Loan, such Loan shall automatically accrue Interest at LMIR for the next occurring Interest Period.


 


SECTION 2.06.    Security
Interest.


 


(a)               As
security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed
under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Principal and all
Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its
benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title
and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the
 “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii)
all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit
therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and
amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Sale and Contribution Agreement,
(vi) all other personal and fixture property or assets of the Borrower of every kind and nature including all goods (including
inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper
(whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights,
commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or
rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each
as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing.


 






    27


     


    

 


(b)              
The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition
to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and
remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements
describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect,
notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.


 


(c)              
Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created
hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent,
the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by
any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written
request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower,
the Administrative Agent shall execute and deliver to the Borrower UCC-3 termination statements and such other documents as the Borrower
shall reasonably request to evidence such termination.


 


ARTICLE
III


 


SETTLEMENT PROCEDURES AND PAYMENT PROVISIONS


 


SECTION 3.01.    Settlement
Procedures.


 


(a)               So
long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section
8.03, the Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the
Administrative Agent during an Event of Default, segregate in a separate account designated by the Administrative Agent, which shall
be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole
discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that
are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however,
that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may
release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased
by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the
Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement
Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section
8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the
Administrative Agent) shall, distribute such Collections in the following order of priority:


 






    28


     


    

 


(i)            first,
to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable,
the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer);


 


(ii)           second,
to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage
Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified
amounts payable under Sections 4.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such
Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01
in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender
or Credit Party;


 


(iii)          third, as set forth in clause (x), (y) or (z) below, as applicable:


 


(x)       prior
to the occurrence of the Termination Date, to the extent that a Borrowing Base Deficit exists on such date, to the Lenders (ratably, based
on the aggregate outstanding Principal of each Lender at such time) for the payment of a portion of the outstanding Aggregate Principal
at such time, in an aggregate amount equal to the amount necessary to reduce the Borrowing Base Deficit to zero ($0);


 


(y)       on
and after the occurrence of the Termination Date, to each Lender (ratably, based on the aggregate outstanding Principal of each Lender
at such time) for the payment in full of the aggregate outstanding Principal of such Lender at such time; or


 


(z)       prior
to the occurrence of the Termination Date, at the election of the Borrower and in accordance with Section 2.02(d), to the payment
of all or any portion of the outstanding Principal of the Lenders at such time (ratably, based on the aggregate outstanding Principal
of each Lender at such time);


 


(iv)            
fourth, to the Credit Parties, the Affected Persons and the Borrower Indemnified Parties (ratably, based on the amount due
and owing at such time), for the payment of all other Borrower Obligations then due and owing by the Borrower to the Credit Parties, the
Affected Persons and the Borrower Indemnified Parties; and


 


(v)              
fifth, the balance, if any, to be paid to the Borrower for its own account.


 


(b)               All
payments or distributions to be made by the Servicer, the Borrower and any other Person to the Lenders (or their respective related
Affected Persons and the Borrower Indemnified Parties), shall be paid or distributed to the applicable party to which such amounts
are owed.


 






    29


     


    

 


(c)              
If and to the extent the Administrative Agent, any Credit Party, any Affected Person or any Borrower Indemnified Party shall be
required for any reason to pay over to any Person (including any Obligor or any trustee, receiver, custodian or similar official in any
Insolvency Proceeding) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather
to have been retained by the Borrower and, accordingly, the Administrative Agent, such Credit Party, such Affected Person or such Borrower
Indemnified Party, as the case may be, shall have a claim against the Borrower for such amount.


 


(d)              
For the purposes of this Section 3.01:


 


(i)                
if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, rejected, returned,
repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment
made by the Borrower, any Originator, the Servicer or any Affiliate of the Servicer, or any setoff, counterclaim or dispute between the
Borrower or any Affiliate of the Borrower, an Originator or any Affiliate of an Originator, or the Servicer or any Affiliate of the Servicer,
and an Obligor, the Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction
or adjustment and shall immediately pay any and all such amounts in respect thereof to a Collection Account (or as otherwise directed
by the Administrative Agent at such time) for the benefit of the Credit Parties for application pursuant to Section 3.01(a);


 


(ii)             
if on any day any of the representations or warranties in Section 6.01 is not true with respect to any Pool Receivable,
the Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in full and, to the extent that the effect
of such breach is to cause a Borrowing Base Deficit or if such breach occurs on or after the Termination Date, shall within two (2) Business
Days pay to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Credit Parties
for application pursuant to Section 3.01(a), an amount equal to (x) if such breach occurs prior to the Termination Date, the lesser
of (A) the sum of all deemed Collections with respect to such breach and (B) an amount necessary to eliminate such Borrowing Base Deficit
and (y) if such breach occurs on or after the Termination Date, the sum of all deemed Collections with respect to such breach (Collections
deemed to have been received pursuant to Sections 3.01(d)(i) and 3.01(d)(ii) are hereinafter sometimes referred to as “Deemed
Collections”);


 


(iii)           
except as provided in clauses (i) or (ii) above or otherwise required by Applicable Law or the relevant Contract,
all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age
of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to
specific Receivables; and


 


(iv)             if
and to the extent the Administrative Agent, any Credit Party, any Affected Person or any Borrower Indemnified Party shall be
required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency
Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather
to have been retained by the Borrower and, accordingly, such Person shall have a claim against the Borrower for such amount, payable
when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.


 






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SECTION 3.02.    Payments
and Computations, Etc. (a) All amounts to be paid by the Borrower or the Servicer to the Administrative Agent, any Credit Party, any
Affected Person or any Borrower Indemnified Party hereunder shall be paid no later than noon (New York City time) on the day when due
in same day funds to the applicable party to which such amounts are due.


 


(b)              
Each of the Borrower and the Servicer shall, to the extent permitted by Applicable Law, pay interest on any amount not paid or
deposited by it when due hereunder, accruing at an interest rate per annum on each day equal to 2.50% per annum above the greater
of (i) LMIR for such day and (ii) the Base Rate in effect on such day, payable on demand.


 


(c)              
All computations of interest under subsection (b) above and all computations of Interest, Fees and other amounts hereunder
shall be made on the basis of a year of 360 days (or, in the case of amounts determined by reference to the Base Rate, 365 or 366 days,
as applicable) for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit
to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business
Day and such extension of time shall be included in the computation of such payment or deposit.


 


ARTICLE
IV


 


INCREASED COSTS; FUNDING LOSSES; TAXES; ILLEGALITY


 


SECTION 4.01.    Increased
Costs.


 


(a)              
Increased Costs Generally. If any Change in Law shall:


 


(i)                
impose, modify or deem applicable any reserve, special deposit, liquidity, 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 Affected Person;


 


(ii)             
subject any Affected Person to any Taxes (except to the extent such Taxes are (A) Indemnified Taxes for which relief is sought
under Section 4.03, (B) Taxes described in clause (b) through (d) of the definition of Excluded Taxes or (C) Other Connection Taxes
that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans,
loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable
thereto; or


 






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(iii)           
impose on any Affected Person any other condition, cost or expense (other than Taxes) (A) affecting the Collateral, this Agreement,
any other Transaction Document, any Loan or any participation therein or (B) affecting its obligations or rights to make Loans;




 


and the result of any of the foregoing shall be
to increase the cost to such Affected Person of (A) acting as the Administrative Agent, or a Lender hereunder, (B) funding or maintaining
any Loan or (C) maintaining its obligation to fund or maintain any Loan, or to reduce the amount of any sum received or receivable by
such Affected Person hereunder, then, upon request of such Affected Person, the Borrower shall pay to such Affected Person such additional
amount or amounts as will compensate such Affected Person for such additional costs incurred or reduction suffered.


 


(b)              
Capital and Liquidity Requirements. If any Affected Person
determines that any Change in Law affecting such Affected Person or any lending office of such Affected Person or such Affected Person’s
holding company, if any, regarding capital or liquidity requirements, has or would have the effect of (x) increasing the amount of capital
required to be maintained by such Affected Person or Affected Person’s holding company, if any, (y) reducing the rate of return
on such Affected Person’s capital or on the capital of such Affected Person’s holding company, if any, or (z) causing an internal
capital or liquidity charge or other imputed cost to be assessed upon such Affected Person or Affected Person’s holding company,
if any, in each case, as a consequence of (A) this Agreement or any other Transaction Document, (B) the commitments of such
Affected Person hereunder or under any other Transaction Document, (C) the Loans made by such Affected Person, or (D) any Principal,
to a level below that which such Affected Person or such Affected Person’s holding company could have achieved but for such Change
in Law (taking into consideration such Affected Person’s policies and the policies of such Affected Person’s holding company
with respect to capital adequacy and liquidity), then from time to time, upon request of such Affected Person, the Borrower will pay to
such Affected Person such additional amount or amounts as will compensate such Affected Person or such Affected Person’s holding
company for any such increase, reduction or charge.


 


(c)              
Adoption of Changes in Law. The Borrower acknowledges that any Affected Person may institute measures in anticipation of
a Change in Law (including the imposition of internal charges on such Affected Person’s interests or obligations under any Transaction
Document), and may commence allocating charges to or seeking compensation from the Borrower under this Section 4.01 in connection
with such measures, in advance of the effective date of such Change in Law, and the Borrower agrees to pay such charges or compensation
to such Affected Person, following demand therefor in accordance with the terms of this Section 4.01, without regard to whether
such effective date has occurred.


 


(d)              
Certificates for Reimbursement. A certificate of an Affected Person setting forth the calculation in reasonable detail of
the amount or amounts necessary to compensate such Affected Person or its holding company, as the case may be, as specified in clause
(a), (b) or (c) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower
shall, subject to the priorities of payment set forth in Section 3.01, pay such Affected Person the amount shown as due on any
such certificate on the first Settlement Date occurring after the Borrower’s receipt of such certificate.


 


(e)               Delay
in Requests. Failure or delay on the part of any Affected Person to demand compensation pursuant to this Section shall not
constitute a waiver of such Affected Person’s right to demand such compensation; provided, that the Borrower shall not
be required to compensate any Affected Person pursuant to this Section 4.01(a), (b) or (c) for any such
increased cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or
notifies the Borrower of its intention to demand, compensation therefor; provided, further that, if the circumstance
giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to
include the period of retroactive effect thereof.


 






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SECTION 4.02.    Funding Losses.


 


(a)              
The Borrower will pay each Lender all Breakage Fees.


 


(b)              
A certificate of a Lender setting forth the calculation in reasonable detail of the amount or amounts necessary to compensate such
Lender, as specified in clause (a) above and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower
shall, subject to the priorities of payment set forth in Section 4.01, pay such Lender the amount shown as due on any such certificate
on the first Settlement Date occurring after the Borrower’s receipt of such certificate.


 


SECTION 4.03.    Taxes.


 


(a)              
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Transaction 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 the applicable Credit Party, Affected Person or Borrower Indemnified Party) requires the deduction or
withholding of any Tax from any such payment to a Credit Party, Affected Person or Borrower Indemnified Party, then the applicable Credit
Party, Affected Person or Borrower Indemnified Party 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 Borrower 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), the applicable Credit Party, Affected Person
or Borrower Indemnified Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(b)              
Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance
with Applicable Law, or, at the option of the Administrative Agent, timely reimburse the Administrative Agent for the payment of, any
Other Taxes.


 


(c)               Indemnification
by the Borrower. The Borrower shall indemnify each Affected Person, within ten days after demand therefor, for the full amount
of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
Section) payable or paid by such Affected Person or required to be withheld or deducted from a payment to such Affected Person and
any penalties, interest and 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 and (II) Taxes that arise because a Loan is not
treated consistently with the Intended Tax Treatment (such indemnification will include any U.S. federal, state or local income and
franchise taxes necessary to make such Affected Person whole on an after-tax basis taking into account the taxability of receipt of
payments under this clause (II) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from
the foregoing). Promptly upon notice by the Administrative Agent or any Affected Person, the Borrower shall pay such Indemnified
Taxes directly to the relevant taxing authority or Governmental Authority (or to the Administrative Agent or such Affected Person if
such Taxes have already been paid to the relevant taxing authority or Governmental Authority); provided that neither the
Administrative Agent nor any Affected Person shall be under any obligation to provide any such notice to the Borrower. A certificate
setting forth the calculation in reasonable detail of the amount of such payment or liability delivered to the Borrower by an
Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of an
Affected Person, shall be conclusive absent manifest error.


 






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(d)              
Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten days after demand
therefor, for (i) any Indemnified Taxes attributable to such Lender or any of their respective Affiliates that are Affected Persons (but
only to the extent that the Borrower and its Affiliates have not already indemnified the Administrative Agent for such Indemnified Taxes
and without limiting any obligation of the Borrower, the Servicer or their Affiliates to do so), (ii) any Taxes attributable to the failure
of such Lender or any of their respective Affiliates that are Affected Persons to comply with Section 12.03(e) relating to the
maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender or any of their respective Affiliates that
are Affected Persons, in each case, that are payable or paid by the Administrative Agent in connection with any Transaction 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, or any of their respective Affiliates that are Affected Persons under
any Transaction Document or otherwise payable by the Administrative Agent to such Lender, or any of their respective Affiliates that are
Affected Persons from any other source against any amount due to the Administrative Agent under this clause (d).


 


(e)              
Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant
to this Section 4.03, the Borrower 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 the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 


(f)                Status
of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made
under any Transaction Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested
by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
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 Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower 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 Sections 4.03(f)(ii)(A), 4.03(f)(ii)(B) and 4.03(g))
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.


 






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(ii)             
Without limiting the generality of the foregoing:


 


(A)            
any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent from time to time upon the reasonable
request of the Borrower or the Administrative Agent, executed originals of Internal Revenue Service Form W-9 certifying that such Lender
is exempt from U.S. federal backup withholding tax;


 


(B)             
any Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) from time to time upon the reasonable request of the Borrower
or the Administrative Agent, whichever of the following is applicable:


 


(1)              
in the case of a 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 Transaction Document, executed originals of Internal Revenue Service Form W-8BEN or Internal Revenue Service
Form W-8BEN-E, 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 Transaction Document, Internal Revenue Service
Form W-8BEN or Internal Revenue Service Form W-8BEN-E, 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;


 


(2)              
executed originals of Internal Revenue Service Form W-8ECI;


 


(3)               in
the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a
certificate to the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a
 “10 percent shareholder” of the 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 originals of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable; or


 






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(4)              
to the extent such Lender is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY, accompanied
by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable,
a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner,
as applicable; provided that, if such Lender is a partnership and one or more direct or indirect partners of such Lender are claiming
the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect
partner; and


 


(C)             
any Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient), from time to time upon the reasonable request of the Borrower
or the Administrative Agent, executed originals 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 Borrower or the Administrative Agent to determine the withholding or deduction required to be made.


 


(g)              
Documentation Required by FATCA. If a payment made to a Lender under any Transaction 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 Borrower and the Administrative
Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower 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 Borrower or the Administrative Agent as may be necessary for the Borrower 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 (g), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


(h)              
Survival. Each party’s obligations under this Section 4.03 shall survive the resignation or replacement of
the Administrative Agent or any assignment of rights by, or the replacement of, a Credit Party or any other Affected Person, the termination
of the Commitments and the repayment, satisfaction or discharge of all the Borrower Obligations and the Servicer’s obligations hereunder.


 






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(i)                
 Updates. Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 4.03
expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and
the Administrative Agent in writing of its legal inability to do so.


 


(j)                
Refunds. If any party 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 pursuant to this Section (including by the payment of additional amounts pursuant to this Section),
it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section
with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and
without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying
party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph
(j) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified
party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (j),
in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (j) the payment
of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party 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 paragraph shall not be construed to require any indemnified
party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other Person.


 


SECTION 4.04.    Inability
to Determine Adjusted LIBOR or LMIR; Change in Legality.


 


(a)              
If any Lender shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest
error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant
amounts and for the relevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist
for ascertaining Adjusted LIBOR or LMIR for such Interest Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant
hereto does not accurately reflect the cost to such Lender (as conclusively determined by such Lender) of maintaining any Portion of Principal
during such Interest Period or day, as applicable, such Lender shall promptly give telephonic notice of such determination, confirmed
in writing, to the Administrative Agent and Borrower on such day. Upon delivery of such notice: (i) no Portion of Principal shall be funded
thereafter at Adjusted LIBOR or LMIR unless and until such Lender shall have given notice to the Administrative Agent and the Borrower
that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Principal
then funded at or Adjusted LIBOR or LMIR, such Interest Rate shall automatically and immediately be converted to the Base Rate.


 


(b)               If
on any day any Lender shall have been notified by any Lender that such Lender has determined (which determination shall be final and
conclusive absent manifest error) that any Change in Law, or compliance by such Lender with any Change in Law, shall make it
unlawful or impossible for such Lender to fund or maintain any Portion of Principal at or by reference to Adjusted LIBOR or LMIR,
such Lender shall notify the Borrower and the Administrative Agent thereof. Upon receipt of such notice, such Lender notifies the
Borrower and the Administrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of
Principal shall be funded at or by reference to Adjusted LIBOR or LMIR and (ii) the Interest Rate for any outstanding Portion of
Principal then funded at Adjusted LIBOR or LMIR shall automatically and immediately be converted to the Base Rate.


 






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SECTION 4.05.    Benchmark
Replacement Setting.


 


(a)       Notwithstanding
anything to the contrary herein or in any other Transaction Document, if a Benchmark Transition Event or an Early Opt-in Election, as
applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current
Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (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 Transaction 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 Transaction Document and (y) if a Benchmark Replacement is
determined in accordance with clause (3) 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 Transaction 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 Transaction
Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement
from Lenders comprising the Majority Lenders.


 


(b)       In
connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments
implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party
to this Agreement or any other Transaction Document.


 


(c)       The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term
SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the
implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the
removal or reinstatement of any tenor of a Benchmark pursuant to Section 4.05(d) and (v) the commencement or conclusion 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 4.05, 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 Transaction Document, except, in each
case, as expressly required pursuant to this Section 4.05.


 






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(d)       Notwithstanding
anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementation of
a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR, LMIR or Adjusted LIBOR) and either (A)
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 (B) 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 or will be no longer representative,
then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time
to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is
subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no
longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement),
then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time
to reinstate such previously removed tenor.


 


(e)       Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for
a Loan bearing interest based on LMIR or Adjusted LIBOR, conversion to or continuation of Loans bearing interest based on LMIR or Adjusted
LIBOR to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to
have converted any such request into a request for a Loan of or conversion to Loans bearing interest under the Base Rate. During any 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.


 


(f)       Notwithstanding
anything to the contrary herein or in any other Transaction Document and subject to the proviso below in this paragraph, if a Term SOFR
Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the
then-current Benchmark, then (i) the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder
or under any Transaction Document in respect of such Benchmark setting (the “Secondary Term SOFR Conversion Date”)
and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any
other Transaction Document; and (ii) Loans outstanding on the Secondary Term SOFR Conversion Date bearing interest based on the then-current
Benchmark shall be deemed to have been converted to Loans bearing interest at the Benchmark Replacement with a tenor approximately the
same length as the interest payment period of the then-current Benchmark; provided that, this Section 4.05(f) shall not
be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.


 


(g)       This Section
4.05 provides a mechanism for determining an alternative rate of interest in the event that the London interbank offered rate 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, the administration, submission or any other matter related to the London interbank
offered rate or other rates in the definition of Adjusted LIBOR, LMIR or with respect to any alternative or successor rate thereto,
or replacement rate therefor.


 






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(h)       The
following defined terms used in this Section 4.05 have the meanings set forth below:


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then
current Benchmark is a term rate or is based on a term rate, any tenor for such Benchmark 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 for such Benchmark
that is then-removed from the definition of “Interest Period” pursuant to Section 4.05(d), or (y) if the then
current Benchmark is not a term rate nor based on a term rate, any payment period for interest calculated with reference to such Benchmark
pursuant to this Agreement as of such date. For the avoidance of doubt, the Available Tenor for LMIR is one month.


 


“Benchmark”
means, initially, LMIR or Adjusted LIBOR; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early
Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to LMIR or Adjusted LIBOR or 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 Section 4.05(a).


 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the
Administrative Agent for the applicable Benchmark Replacement Date:


 


 (1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;




 


 (2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;




 


 (3) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;




 


provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is 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; provided, further,
that, with respect to a Term SOFR Transition Event, on the applicable Benchmark Replacement Date, the “Benchmark
Replacement” shall revert to and shall be determined as set forth in clause (1) of this definition. If the Benchmark
Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be
deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents.


 






    40


     


    

 



 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


		(1)	for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first
alternative set forth in the order below that can be determined by the Administrative Agent:



 


		(a)	the spread adjustment, or method for calculating or determining such spread adjustment, (which may be
a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Available Tenor that has
been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark
Replacement for the applicable Corresponding Tenor;



 


		(b)	the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such
Benchmark Replacement is first set for such Available Tenor that would apply to the fallback rate for a derivative transaction referencing
the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor;
and



 


		(2)	for purposes of clause (3) of the definition of “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 Borrower for the applicable Corresponding Tenor giving due consideration to (i) 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 on the applicable Benchmark Replacement Date or (ii) 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 U.S. dollar-denominated syndicated
credit facilities;



 






    41


     


    

 


provided
that, (x) in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark
Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion and (y) if the then-current
Benchmark is a term rate, more than one tenor of such Benchmark is available as of the applicable Benchmark Replacement Date and the applicable
Unadjusted Benchmark Replacement will not be a term rate, the Available Tenor of such Benchmark for purposes of this definition of “Benchmark
Replacement Adjustment” shall be deemed to be the Available Tenor that has approximately the same length (disregarding business
day adjustments) as the payment period for interest calculated with reference to such Unadjusted Benchmark Replacement.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition
of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests
or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical,
administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation
of 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 such 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 Transaction Documents).


 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


		(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 all Available
Tenors of such Benchmark (or such component thereof);



 


		(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;



 


		(3)	in the case of a Term SOFR Transition Event, the date that is set forth in the Term SOFR Notice provided
to the Lenders and the Borrower pursuant to Section 4.05, which date shall be at least 30 days from the date of the Term SOFR Notice;
or



 


		(4)	in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early
Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on
the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection
to such Early Opt-in Election from Lenders comprising the Majority Lenders.



 






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For the avoidance of doubt, (i) if the
event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any
determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii)
the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) above 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:


 


		(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 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, 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 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); 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 all Available Tenors of such Benchmark (or such component thereof) are no longer
                                                             representative.



 


For the avoidance of doubt, 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 pursuant to clause
(1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark
for all purposes hereunder and under any Transaction Document in accordance with Section 4.05(d) and (y) ending at the time that
a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance
with Section 4.05(d).


 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment
period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established
by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body
for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent decides that any such convention
is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable
discretion.


 


“Early
Opt-in Election” means, if the then-current Benchmark is LMIR or Adjusted LIBOR, the occurrence of:


 


		(1)	a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent
to notify) each of the other parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities
at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other
rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available
for review); and



 


		(2)	the joint election by the Administrative Agent and the Borrower to trigger a fallback from LMIR or Adjusted
LIBOR and the provision by the Administrative Agent of written notice of such election to the Lenders.



 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the
modification, amendment or renewal of this Agreement or otherwise) with respect to LMIR or Adjusted LIBOR or, if no floor is
specified, zero (0.00).


 


“ISDA Definitions”
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, or any
successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association,
Inc. or such successor thereto.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LMIR or Adjusted LIBOR, 11:00
a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LMIR
or Adjusted LIBOR, the time determined by the Administrative Agent in its reasonable discretion.


 


“Relevant
Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.


 






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“Secondary
Term SOFR Conversion Date” has the meaning set forth in Section 4.05(f).


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published
by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.


 


“SOFR Administrator”
means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


“SOFR Administrator’s
Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor
source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“Term SOFR”
means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has
been selected or recommended by the Relevant Governmental Body.


 


“Term SOFR
Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition
Event.


 


“Term SOFR
Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the
Relevant Governmental Body, and is determinable for each Available Tenor, (b) the administration of Term SOFR is administratively feasible
for the Administrative Agent and (c) a Benchmark Transition Event has previously occurred resulting in a Benchmark Replacement in accordance
with Section 4.05 that is not Term SOFR.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 






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ARTICLE
V



 


CONDITIONS to Effectiveness and CREDIT EXTENSIONS


 


SECTION 5.01.    Conditions
Precedent to Effectiveness and the Initial Credit Extension. This Agreement shall become effective as of the Closing Date when (a)
the Administrative Agent shall have received each of the documents, agreements (in fully executed form), opinions of counsel, lien search
results, UCC filings, certificates and other deliverables listed on the closing memorandum attached as Exhibit H hereto, in each
case, in form and substance acceptable to the Administrative Agent and (b) all fees and expenses payable by the Borrower on the Closing
Date to the Credit Parties have been paid in full in accordance with the terms of the Transaction Documents.


 


SECTION 5.02.    Conditions
Precedent to All Credit Extensions. Each Credit Extension hereunder on or after the Closing Date shall be subject to the conditions
precedent that:


 


(a)              the
Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section
2.02(a);


 


(b)           the
Servicer shall have delivered to the Administrative Agent and each Lender all Monthly Information Packages and Interim Reports required
to be delivered hereunder;


 


(c)              the
conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and


 


(d)            on
the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension,
the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):


 


(i)            the
representations and warranties of the Borrower and the Servicer contained in Sections 6.01 and 6.02 are true and correct
in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations
and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and
as of such earlier date;


 


(ii)          no
Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default
would result from such Credit Extension;


 


(iii)            no
Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;


 


(iv)            the Termination Date has not occurred; and


 


(v)            after giving effect to such Credit Extension, the Aggregate Principal exceeds the Minimum Funding Threshold.


 


SECTION 5.03.   Conditions
Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that:


 


(a)            after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of
Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through
the date of such Release, (y) the amount of any Borrowing Base Deficit and (z) the amount of all other accrued and unpaid Borrower Obligations
through the date of such Release;


 


(b)              the
Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance
with the terms of the Sale and Contribution Agreement and amounts owing by the Borrower to the Originators under the Subordinated Loans;
and


 


(c)            on
the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and
the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):


 


(i)            the
representations and warranties of the Borrower and the Servicer contained in Sections 6.01 and 6.02 are true and correct
in all material respects on and as of the date of such Release as though made on and as of such date unless such representations and
warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of
such earlier date;


 


(ii)           no
Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default
would result from such Release;


 


(iii)             no Borrowing Base Deficit exists or would exist after giving effect to such Release; and


 


(iv)            the
Termination Date has not occurred.


 






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ARTICLE
VI



 


REPRESENTATIONS AND WARRANTIES


 


SECTION 6.01.    Representations
and Warranties of the Borrower. The Borrower represents and warrants to each Credit Party as of the Closing Date, on each Settlement
Date and on each day that a Credit Extension or Release shall have occurred; provided, however, that the representations
and warranties set forth clause (p)(iii) below shall not be made by the Borrower until April 15, 2021:


 


(a)            Organization
and Good Standing. The Borrower is a limited liability company duly organized and validly existing in good standing under the laws
of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to
own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.


 


(b)            Due
Qualification. The Borrower is duly qualified to do business as a limited liability company, is in good standing as a foreign limited
liability company and has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires
such qualification, licenses or approvals, except where the failure to do so could not reasonably be expected to have a Material Adverse
Effect.


 


(c)            Power and Authority; Due Authorization. The Borrower (i) has all necessary limited liability company power and authority
to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) perform its obligations under
this Agreement and the other Transaction Documents to which it is a party and (C) grant a security interest in the Collateral to the Administrative
Agent on the terms and subject to the conditions herein provided and (ii) has duly authorized by all necessary limited liability company
action such grant and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement
and the other Transaction Documents to which it is a party.


 


(d)            Binding
Obligations. This Agreement and each of the other Transaction Documents to which the Borrower is a party constitutes legal, valid
and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except (i) as such
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement
of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether
such enforceability is considered in a proceeding in equity or at law.


 


(e)            No Conflict or Violation. The execution, delivery and performance of, and the consummation of the transactions contemplated
by, this Agreement and the other Transaction Documents to which the Borrower is a party, and the fulfillment of the terms hereof and thereof,
will not (i) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse
of time or both) a default under its organizational documents or any indenture, sale agreement, credit agreement, loan agreement, security
agreement, mortgage, deed of trust, or other agreement or instrument to which the Borrower is a party or by which it or any of its properties
is bound, (ii) result in the creation or imposition of any Adverse Claim upon any of the Collateral pursuant to the terms of any such
indenture, credit agreement, loan agreement, security agreement, mortgage, deed of trust, or other agreement or instrument other than
this Agreement and the other Transaction Documents or (iii) conflict with or violate any Applicable Law if such violation of law could,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 






    47


     


    

 


(f)            Litigation
and Other Proceedings. (i) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the
Borrower, threatened, against the Borrower before any Governmental Authority and (ii) the Borrower is not subject to any order,
judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority that, in the case of either of the
foregoing clauses (i) and (ii), (A) asserts the invalidity of this Agreement or any other Transaction Document, (B)
seeks to prevent the grant of a security interest in any Collateral by the Borrower to the Administrative Agent, the ownership or
acquisition by the Borrower of any Pool Receivable or other Collateral or the consummation of any of the transactions contemplated
by this Agreement or any other Transaction Document, (C) seeks any determination or ruling that could materially and adversely
affect the performance by the Borrower of its obligations under, or the validity or enforceability of, this Agreement or any other
Transaction Document or (D) individually or in the aggregate for all such actions, suits, proceedings and investigations could
reasonably be expected to have a Material Adverse Effect.


 


(g)            Governmental Approvals. Except where the failure to obtain or make such authorization, consent, order, approval or action
could not reasonably be expected to have a Material Adverse Effect, all authorizations, consents, orders and approvals of, or other actions
by, any Governmental Authority that are required to be obtained by the Borrower in connection with the grant of a security interest in
the Collateral to the Administrative Agent hereunder or the due execution, delivery and performance by the Borrower of this Agreement
or any other Transaction Document to which it is a party and the consummation by the Borrower of the transactions contemplated by this
Agreement and the other Transaction Documents to which it is a party have been obtained or made and are in full force and effect.


 


(h)            Margin Regulations. The Borrower is not engaged, principally or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the meanings of Regulations T, U and X of the Board of Governors
of the Federal Reserve System).


 


(i)            Solvency. After giving effect to the transactions contemplated by this Agreement and the other Transaction Documents, the
Borrower is Solvent.


 


(j)            Offices;
Legal Name. The Borrower’s sole jurisdiction of organization is the State of Delaware and such jurisdiction has not changed
within four months prior to the date of this Agreement. The office of the Borrower is located at 210 Sixth Avenue, Suite 3300, Pittsburgh,
PA 15222. The legal name of the Borrower is Evoqua Finance LLC.


 


(k)              Investment Company Act; Volcker Rule. The Borrower (i) is not, and is not controlled by, an “investment company”
registered or required to be registered under the Investment Company Act and (ii) is not a “covered fund” under the Volcker
Rule. In determining that the Borrower is not a “covered fund” under the Volcker Rule, the Borrower relies on, and is entitled
to rely on, the exemption from the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company
Act.


 


(l)              No Material Adverse Effect. Since the date of formation of the Borrower there has been no Material Adverse Effect with respect
to the Borrower.


 


(m)            Accuracy
of Information. All Monthly Information Packages, Interim Reports, Loan Requests, certificates, reports, statements, documents
and other information furnished to the Administrative Agent or any other Credit Party by or on behalf of the Borrower pursuant to
any provision of this Agreement or any other Transaction Document, or in connection with or pursuant to any amendment or
modification of, or waiver under, this Agreement or any other Transaction Document, is, at the time the same are so furnished,
complete and correct in all material respects on the date the same are furnished to the Administrative Agent or such other Credit
Party, and does not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the
statements contained therein not misleading.


 






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(n)            Anti-Money
Laundering/International Trade Law Compliance. No Covered Entity is a Sanctioned Person. No Covered Entity, either in its own right
or through any third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned
Person in violation of any Anti-Terrorism Law; (ii) does business in or with, or derives any of its income from investments in or transactions
with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) engages in any dealings or transactions
prohibited by any Anti-Terrorism Law.


 


(o)              Perfection Representations.


 


(i)          This
Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and
interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers
from the Borrower and (B) will be free of all Adverse Claims in such Collateral.


 


(ii)            The
Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.


 


(iii)            The
Borrower owns and has good and marketable title to the Collateral free and clear of any Adverse Claim of any Person.


 


(iv)            All
appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office
in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution
of the Receivables and Related Security from each Originator to the Borrower pursuant to the Sale and Contribution Agreement and the
grant by the Borrower of a security interest in the Collateral to the Administrative Agent pursuant to this Agreement.


 


(v)            Other
than the security interest granted to the Administrative Agent pursuant to this Agreement, the Borrower has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the Collateral except as permitted by this Agreement and the other Transaction
Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that
include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Administrative Agent
or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower.


 


(vi)            Notwithstanding
any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 6.01(o) shall
be continuing and remain in full force and effect until the Final Payout Date.


 


(p)            The Lock-Boxes and Collection Accounts.


 


(i)          Nature
of Collection Accounts. Each Collection Account constitutes a “deposit account” within the meaning of the applicable
UCC.


 


(ii)            Ownership. Each Lock-Box and Collection Account is in the name of the Borrower, and the Borrower owns and has good and marketable
title to the Collection Accounts free and clear of any Adverse Claim.


 


(iii)          Perfection. The Borrower has delivered to the Administrative Agent a fully executed Account Control Agreement relating to
each Lock-Box and Collection Account, pursuant to which each applicable Collection Account Bank has agreed to comply with the instructions
originated by the Administrative Agent directing the disposition of funds in such Lock-Box and Collection Account without further consent
by the Borrower, the Servicer or any other Person. The Administrative Agent has “control” (as defined in Section 9-104 of
the UCC) over each Collection Account.


 


(iv)            Instructions. Neither the Lock-Boxes nor the Collection Accounts are in the name of any Person other than the Borrower.
Neither the Borrower nor the Servicer has consented to the applicable Collection Account Bank complying with instructions of any Person
other than the Administrative Agent.


 






    49


     


    

 


(q)           Ordinary Course of Business. Each remittance of Collections by or on behalf of the Borrower to the Credit Parties under
this Agreement will have been (i) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs
of the Borrower and (ii) made in the ordinary course of business or financial affairs of the Borrower.


 


(r)            Compliance with Law. The Borrower has complied in all material respects with all Applicable Laws to which it may be subject.


 


(s)            Bulk Sales Act. No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar
law.


 


(t)            Eligible
Receivables. Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any
date is an Eligible Receivable as of such date.


 


(u)            Taxes. The Borrower has (i) timely filed all tax returns (federal, state and local) required to be filed by it and (ii)
paid, or caused to be paid, all taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental
charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with
GAAP.


 


(v)           Tax
Status. The Borrower (i) is, and has at all relevant times been, a “disregarded entity” within the meaning of U.S. Treasury
Regulation § 301.7701-3 for U.S. federal income tax purposes that is wholly owned by a “United States person” (within
the meaning of Section 7701(a)(30) of the Code) and (ii) is not and has not at any relevant time been an association (or publicly traded
partnership) taxable as a corporation for U.S. federal income tax purposes. The Borrower is not subject to any Tax in any jurisdiction
outside the United States. The Borrower is not subject to any material amount of Taxes imposed by a state or local taxing authority.


 


(w)           Opinions.
The facts regarding the Borrower, the Servicer, each Originator, each Performance Guarantor, the Receivables, the Related Security and
the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction
Documents are true and correct in all material respects.


 


(x)            Other
Transaction Documents. Each representation and warranty made by the Borrower under each other Transaction Document to which it is
a party is true and correct in all material respects as of the date when made.


 


(y)            LCR Securities. The Borrower has not, does not and will not during this Agreement issue any LCR Security. The Borrower further
represents and warrants that its assets and liabilities are consolidated with the assets and liabilities of the Parent for purposes of
GAAP.


 


(z)            Beneficial
Ownership Regulation. The Certificate of Beneficial Ownership executed and delivered to the Administrative Agent and the Lenders
for the Borrower on or prior to the Closing Date, as updated from time to time in accordance with this Agreement, is accurate, complete
and correct as of the Closing Date and as of the date any such update is delivered. The Borrower acknowledges and agrees that the Certificate
of Beneficial Ownership is one of the Transaction Documents.


 


(aa)          Mayer
Electric Financing Statement. The Mayer Electric Financing Statement is not effective to perfect an existing security interest, ownership
interest or similar lien or interest in any Pool Receivable or Related Security.


 


Notwithstanding any other
provision of this Agreement or any other Transaction Document, the representations and warranties contained in this Section shall be continuing,
and remain in full force and effect until the Final Payout Date.


 






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SECTION 6.02.    Representations
and Warranties of the Servicer. The Servicer represents and warrants to each Credit Party as of the Closing Date, on each Settlement
Date and on each day that a Credit Extension or Release shall have occurred:


 


(a)            Organization and Good Standing. The Servicer is a duly organized and validly existing limited liability company in good
standing under the laws of the State of Delaware, with the power and authority under its organizational documents and under the laws of
Delaware to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.


 


(b)            Due
Qualification. The Servicer is duly qualified to do business, is in good standing as a foreign entity and has obtained all necessary
licenses and approvals in all jurisdictions in which the conduct of its business or the servicing of the Pool Receivables as required
by this Agreement requires such qualification, licenses or approvals, except where the failure to do so could not reasonably be expected
to have a Material Adverse Effect.


 


(c)            Power
and Authority; Due Authorization. The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and
the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction
Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for
in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary
action.


 


(d)            Binding
Obligations. This Agreement and each of the other Transaction Documents to which it is a party constitutes legal, valid and binding
obligations of the Servicer, enforceable against the Servicer in accordance with their respective terms, except (i) as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’
rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability
is considered in a proceeding in equity or at law.


 


(e)            No
Conflict or Violation. The execution and delivery of this Agreement and each other Transaction Document to which the Servicer is
a party, the performance of the transactions contemplated by this Agreement and the other Transaction Documents and the fulfillment of
the terms of this Agreement and the other Transaction Documents by the Servicer will not (i) conflict with, result in any breach of any
of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under, the organizational documents
of the Servicer or any indenture, sale agreement, credit agreement, loan agreement, security agreement, mortgage, deed of trust or other
agreement or instrument to which the Servicer is a party or by which it or any of its property is bound, (ii) result in the creation
or imposition of any Adverse Claim upon any of its properties pursuant to the terms of any such indenture, credit agreement, loan agreement,
security agreement, mortgage, deed of trust or other agreement or instrument, other than this Agreement and the other Transaction Documents
or (iii) conflict with or violate any Applicable Law, except to the extent that any such conflict, breach, default, Adverse Claim or
violation could not reasonably be expected to have a Material Adverse Effect.


 


(f)            Litigation
and Other Proceedings. There is no action, suit, proceeding or investigation pending, or to the Servicer’s knowledge threatened,
against the Servicer before any Governmental Authority: (i) asserting the invalidity of this Agreement or any of the other Transaction
Documents; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction
Document; or (iii) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.


 


(g)            No
Consents. The Servicer is not required to obtain the consent of any other party or any consent, license, approval, registration,
authorization or declaration of or with any Governmental Authority in connection with the execution, delivery, or performance of this
Agreement or any other Transaction Document to which it is a party that has not already been obtained, except where the failure to obtain
such consent, license, approval, registration, authorization or declaration could not reasonably be expected to have a Material Adverse
Effect.


 






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(h)            Compliance with Applicable Law. The Servicer (i) has duly satisfied all obligations on its part to be fulfilled under or
in connection with the Pool Receivables and the related Contracts, (ii) has maintained in effect all qualifications required under Applicable
Law in order to properly service the Pool Receivables and (iii) has complied in all material respects with all Applicable Laws in connection
with servicing the Pool Receivables.


 


(i)             Accuracy
of Information. All Monthly Information Packages, Interim Reports, Loan Requests, certificates, reports, statements, documents and
other information furnished to the Administrative Agent or any other Credit Party by the Servicer pursuant to any provision of this Agreement
or any other Transaction Document, or in connection with or pursuant to any amendment or modification of, or waiver under, this Agreement
or any other Transaction Document, is, at the time the same are so furnished, complete and correct in all material respects on the date
the same are furnished to the Administrative Agent or such other Credit Party, and does not contain any material misstatement of fact
or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.


 


(j)             Location
of Records. The offices where the initial Servicer keeps all of its records relating to the servicing of the Pool Receivables are
located at 210 Sixth Avenue, Suite 3300, Pittsburgh, PA 15222.


 


(k)            Credit
and Collection Policy. The Servicer has complied in all material respects with the Credit and Collection Policy with regard to each
Pool Receivable and the related Contracts.


 


(l)             Eligible
Receivables. Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any
date is an Eligible Receivable as of such date.


 


(m)            Servicing
Programs. No license or approval is required for the Administrative Agent’s use of any software or other computer program used
by the Servicer, any Originator or any Sub-Servicer in the servicing of the Pool Receivables, other than those which have been obtained
and are in full force and effect.


 


(n)            Servicing
of Pool Receivables. Since the Closing Date there has been no material adverse change in the ability of the Servicer or any Sub-Servicer
to service and collect the Pool Receivables and the Related Security.


 


(o)            Other
Transaction Documents. Each representation and warranty made by the Servicer under each other Transaction Document to which it is
a party (including the Sale and Contribution Agreement) is true and correct in all material respects as of the date when made.


 


(p)            No
Material Adverse Effect. Since September 30, 2020 there has been no Material Adverse Effect on the Servicer.


 


(q)            Investment
Company Act. The Servicer is not an “investment company,” or a company “controlled” by an “investment
company,” within the meaning of the Investment Company Act.


 






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(r)            Anti-Money Laundering/International Trade Law Compliance. No Covered Entity is a Sanctioned Person. No Covered Entity,
either in its own right or through any third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or
control of a Sanctioned Person in violation of any Anti-Terrorism Law; (ii) does business in or with, or derives any of its income from
investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) engages
in any dealings or transactions prohibited by any Anti-Terrorism Law.


 


(s)            Financial
Condition. The consolidated balance sheets of the Servicer and its consolidated Subsidiaries as of September 30, 2020 and the related
statements of income and shareholders’ equity of the Servicer and its consolidated Subsidiaries for the fiscal quarter then ended,
copies of which have been furnished to the Administrative Agent and the Lenders, present fairly in all material respects the consolidated
financial position of the Servicer and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP.


 


(t)            Bulk Sales Act. No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar
law.


 


(u)            Taxes.
The Servicer has (i) timely filed all material tax returns (federal, state and local) required to be filed by it and (ii) paid, or caused
to be paid, all material taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental
charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with
GAAP.


 


(v)            Opinions. The facts regarding the Borrower, the Servicer, each Originator, each Performance Guarantor, the Receivables,
the Related Security and the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this
Agreement and the Transaction Documents are true and correct in all material respects.


 


(w)            Mayer
Electric Financing Statement. The Mayer Electric Financing Statement is not effective to perfect an existing security interest, ownership
interest or similar lien or interest in any Pool Receivable or Related Security.


 


Notwithstanding any other
provision of this Agreement or any other Transaction Document, the representations and warranties contained in this Section shall be continuing,
and remain in full force and effect until the Final Payout Date.


 






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ARTICLE
VII



 


COVENANTS


 


SECTION 7.01.    Covenants
of the Borrower. At all times from the Closing Date until the Final Payout Date:


 


(a)            Payment
of Principal and Interest. The Borrower shall duly and punctually pay Principal, Interest, Fees and all other amounts payable by
the Borrower hereunder in accordance with the terms of this Agreement.


 






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(b)          
  Existence. The Borrower shall keep in full force and effect its existence and rights as a limited liability company under
the laws of the State of Delaware, and shall obtain and preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the other Transaction Documents
and the Collateral.


 


(c)          
Financial Reporting. The Borrower will maintain a system of accounting established and administered in accordance with GAAP,
and the Borrower (or the Servicer on its behalf) shall furnish to the Administrative Agent and each Lender:


 


(i)           
Annual Financial Statements of the Borrower. Promptly upon completion and in no event later than 90 days after the
close of each fiscal year of the Borrower, annual unaudited financial statements of the Borrower certified by a Financial Officer of the
Borrower that they fairly present in all material respects, in accordance with GAAP, the financial condition of the Borrower as of the
date indicated and the results of its operations for the periods indicated.


 


(ii)          
Monthly Information Packages and Interim Reports. As soon as available and in any event (A) not later than two (2) Business
Days prior to each Settlement Date, a Monthly Information Package as of the most recently completed Fiscal Month, (B) during a Weekly
Reporting Period, not later than 1:00 p.m. (New York City time) on the second Business Day of each calendar week, a Weekly Report with
respect to the Pool Receivables with data as of the close of business on the last Business Day of the immediately preceding calendar week
and (C) during a Daily Reporting Period, not later than 1:00 p.m. (New York City time) on each Business Day, a Daily Report with respect
to the Pool Receivables with data as of the close of business on the immediately preceding Business Day.


 


(iii)         
Other Information. Such other information (including non-financial information) as the Administrative Agent or any
Lender may from time to time reasonably request.


 


(iv)           
Quarterly Financial Statements of Parent. As soon as available and in no event later than 45 days following the end of each
of the first three fiscal quarters in each of Parent’s fiscal years, (A) the unaudited consolidated balance sheet and statements
of income of Parent and its consolidated Subsidiaries as at the end of such fiscal quarter and the related unaudited consolidated statements
of earnings and cash flows for such fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such fiscal
quarter, in each case setting forth comparative figures for the corresponding fiscal quarter in the prior fiscal year, all of which shall
be certified by a Financial Officer of Parent that they fairly present in all material respects, in accordance with GAAP, the financial
condition of Parent and its consolidated Subsidiaries as of the dates indicated and the results of their operations for the periods indicated,
subject to normal year-end audit adjustments and the absence of footnotes and (B) management’s discussion and analysis of the important
operational and financial developments during such fiscal quarter.


 






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(v)             
 Annual Financial Statements of Parent. Within 90 days after the close of each of Parent’s fiscal years, the consolidated
balance sheet of Parent and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of
earnings and cash flows for such fiscal year setting forth comparative figures for the preceding fiscal year, all reported on by independent
certified public accountants of recognized national standing (without (x) a “going concern” or like qualification or exception
or (y) a qualification as to the scope of the audit) to the effect that such consolidated financial statements present fairly in all material
respects, in accordance with GAAP, the financial condition of Parent and its consolidated Subsidiaries as of the dates indicated and the
results of their operations for the periods indicated.


 


(vi)          
Other Reports and Filings. Promptly (but in any event within ten days) after the filing or delivery thereof, copies of all
financial information, proxy materials and reports, if any, which Parent or any of its consolidated Subsidiaries shall publicly file with
the SEC or deliver to holders (or any trustee, agent or other representative therefor) of any of its material Debt pursuant to the terms
of the documentation governing the same.


 


(vii)        
SEC Filings. Notwithstanding anything herein to the contrary, any financial information, proxy statements or other material
required to be delivered pursuant to this paragraph (c) (other than pursuant to sub-clauses (ii) and (iii) above) shall be deemed to have
been furnished to each of the Administrative Agent and each Lender on the date that such report, proxy statement or other material is
posted on the SEC’s website at www.sec.gov.


 


(d)        
Notices. The Borrower (or the Servicer on its behalf) will notify the Administrative Agent and each Lender in writing of
any of the following events promptly upon (but in no event later than three (3) Business Days after) a Financial Officer or other officer
learning of the occurrence thereof, with such notice describing the same, and if applicable, the steps being taken by the Person(s) affected
with respect thereto:


 


(i)            
Notice of Events of Default or Unmatured Events of Default. A statement of a Financial Officer of the Borrower setting forth
details of any Event of Default or Unmatured Event of Default that has occurred and is continuing and the action which the Borrower proposes
to take with respect thereto.


 


(ii)           
Representations and Warranties. The failure of any representation or warranty made or deemed to be made by the Borrower
under this Agreement or any other Transaction Document to be true and correct in any material respect when made.


 


(iii)           Litigation.
The institution of any litigation, arbitration proceeding or governmental proceeding with respect to the Borrower, the Servicer, any
Performance Guarantor or any Originator, which with respect to any Person other than the Borrower, could reasonably be expected to have
a Material Adverse Effect.


 


(iv)           Adverse
Claim. (A) Any Person shall obtain an Adverse Claim upon the Collateral or any portion thereof, (B) any Person other than
the Borrower, the Servicer or the Administrative Agent shall obtain any rights or direct any action with respect to any Collection Account
(or related Lock-Box) or (C) any Obligor shall receive any change in payment instructions with respect to Pool Receivable(s) from a Person
other than the Servicer or the Administrative Agent.


 






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(v)           
Name Changes. At least thirty (30) days before any change in any Originator’s or the Borrower’s name, jurisdiction
of organization or any other change requiring the amendment of UCC financing statements.


 


(vi)            
Change in Accountants or Accounting Policy. Any change in (A) the external accountants of the Borrower, the Servicer, any
Performance Guarantor, any Originator or the Parent, (B) any accounting policy of the Borrower or (C) any material accounting policy of
any Originator that is relevant to the transactions contemplated by this Agreement or any other Transaction Document (it being understood
that any change to the manner in which any Originator accounts for the Pool Receivables shall be deemed “material” for such
purpose).


 


(vii)           
Termination Event. The occurrence of a Sale and Contribution Termination Event.


 


(viii)        
Material Adverse Change. Promptly after the occurrence thereof, notice of any material adverse change in the business, operations,
property or financial or other condition of the Borrower, the Servicer, any Performance Guarantor or any Originator.


 


(e)         
Conduct of Business. The Borrower will carry on and conduct its business in substantially the same manner and in substantially
the same fields of enterprise as it is presently conducted and will do all things necessary to remain duly organized, validly existing
and in good standing as a domestic organization in its jurisdiction of organization and maintain all requisite authority to conduct its
business in each jurisdiction in which its business is conducted.


 


(f)          
Compliance with Laws. The Borrower will comply with all Applicable Laws to which it may be subject if the failure to comply
could reasonably be expected to have a Material Adverse Effect.


 


(g)           Furnishing
of Information and Inspection of Receivables. The Borrower will furnish or cause to be furnished to the Administrative Agent
from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrative Agent or any
Lender may reasonably request. The Borrower will, at the Borrower’s expense, during regular business hours with prior written
notice (i) permit the Administrative Agent and each Lender or their respective agents or representatives to (A) examine and make
copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral, (B) visit the offices and
properties of the Borrower for the purpose of examining such books and records and (C) discuss matters relating to the Pool
Receivables, the other Collateral or the Borrower’s performance hereunder or under the other Transaction Documents to which it
is a party with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such
matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the
Borrower’s expense, upon prior written notice from the Administrative Agent, permit certified public accountants or other
auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to such Pool Receivables
and other Collateral; provided, that so long as no Event of Default has occurred and is continuing, the Borrower shall be
required to reimburse the Administrative Agent for not more than one (1) such review (or, if an Unmatured Event of Default has
occurred and is continuing or if Holdings III does not have long-term credit ratings of “B2” or better by Moody’s
and “B” or better by S&P, then two (2) such reviews) pursuant to clause (ii) above in any twelve-month
period; provided, that, for the avoidance of doubt, the Administrative Agent may conduct additional reviews pursuant to clause
(ii) above from time to time in its discretion and at its own expense.


 






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(h)              
Payments on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator
to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower
(or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify
Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the
Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator,
it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly
(but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Borrower (or the Servicer
on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Borrower
shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If
such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business
Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the
Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or
any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or
a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of
such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable
to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or
close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure
that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account
of the Borrower.


 


(i)                
Sales, Liens, etc. Except as otherwise provided herein, the Borrower will not sell, assign (by operation of law or otherwise)
or otherwise dispose of, or create or suffer to exist any Adverse Claim upon (including the filing of any financing statement) or with
respect to, any Pool Receivable or other Collateral, or assign any right to receive income in respect thereof.


 


(j)                 Extension
or Amendment of Pool Receivables. Except as otherwise permitted in Section 9.02, the Borrower will not, and
will not permit the Servicer to, alter the delinquency status or adjust the Outstanding Balance or otherwise modify the terms of any
Pool Receivable in any material respect, or amend, modify or waive, in any material respect, any term or condition of any related
Contract. The Borrower shall at its expense, timely and fully perform and comply in all material respects with all provisions,
covenants and other promises required to be observed by it under the Contracts related to the Pool Receivables, and timely and fully
comply with the Credit and Collection Policy with regard to each Pool Receivable and the related Contract.


 






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(k)           
Change in Credit and Collection Policy. The Borrower will not make any material change in the Credit and Collection Policy
without the prior written consent of the Administrative Agent. Promptly following any change in the Credit and Collection Policy, the
Borrower will deliver a copy of the updated Credit and Collection Policy to the Administrative Agent and each Lender.


 


(l)            
Fundamental Changes. The Borrower shall not, without the prior written consent of the Administrative Agent, permit itself
(i) to merge or consolidate with or into, or convey, transfer, lease or otherwise 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, any Person, (ii) undertake any division
of its rights, assets, obligations, or liabilities pursuant to a plan of division or otherwise pursuant to Applicable Law or (iii) to
be directly owned by any Person other than an Originator. The Borrower shall not, without the prior written consent of the Administrative
Agent, make any change in the Borrower’s name, identity, corporate structure or location or make any other change in the Borrower’s
identity or corporate structure that could impair or otherwise render any UCC financing statement filed in connection with this Agreement
or any other Transaction Document “seriously misleading” as such term (or similar term) is used in the applicable UCC.


 


(m)          
Books and Records. The Borrower shall maintain and implement (or cause the Servicer to maintain and implement) administrative
and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the
destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records,
computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including
records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool
Receivable).


 


(n)         
Identifying of Records. The Borrower shall: (i) identify (or cause the Servicer to identify) its master data processing
records relating to Pool Receivables and related Contracts with a legend that indicates that the Pool Receivables have been pledged in
accordance with this Agreement and (ii) cause each Originator so to identify its master data processing records with such a legend.


 


(o)           Change
in Payment Instructions to Obligors. The Borrower shall not (and shall not permit the Servicer or any Sub-Servicer to) add,
replace or terminate any Collection Account (or any related Lock-Box) or make any change in its (or their) instructions to the
Obligors regarding payments to be made to the Collection Accounts (or any related Lock-Box), other than any instruction to remit
payments to a different Collection Account (or any related Lock-Box), unless the Administrative Agent shall have received (i) prior
written notice of such addition, termination or change and (ii) a signed and acknowledged Account Control Agreement (or amendment
thereto) with respect to such new Collection Accounts (or any related Lock-Box), and the Administrative Agent shall have consented
to such change in writing.


 






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(p)              
Security Interest, Etc. The Borrower shall (and shall cause the Servicer to), at its expense, take all action necessary
or reasonably desirable to establish and maintain a valid and enforceable first priority perfected security interest in the Collateral,
in each case free and clear of any Adverse Claim, in favor of the Administrative Agent (on behalf of the Secured Parties), including taking
such action to perfect, protect or more fully evidence the security interest of the Administrative Agent (on behalf of the Secured Parties)
as the Administrative Agent or any Secured Party may reasonably request. In order to evidence the security interests of the Administrative
Agent under this Agreement, the Borrower shall, from time to time take such action, or execute and deliver such instruments as may be
necessary (including such actions as are reasonably requested by the Administrative Agent) to maintain and perfect, as a first-priority
interest, the Administrative Agent’s security interest in the Receivables, Related Security and Collections. The Borrower shall,
from time to time and within the time limits established by law, prepare and present to the Administrative Agent for the Administrative
Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu
of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrative Agent’s security interest
as a first-priority interest. The Administrative Agent’s approval of such filings shall authorize the Borrower to file such financing
statements under the UCC without the signature of the Borrower, any Originator or the Administrative Agent where allowed by Applicable
Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Borrower shall not have any authority to file a termination,
partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing
statements filed in connection with the Transaction Documents, without the prior written consent of the Administrative Agent.


 


(q)            
Certain Agreements. Without the prior written consent of the Administrative Agent, the Borrower will not (and will not permit
any Originator or the Servicer to) amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision
of the Borrower’s organizational documents which requires the consent of the “Independent Director” (as such term is
used in the Borrower’s Certificate of Formation and Limited Liability Company Agreement).


 


(r)           
Restricted Payments. (i) Except pursuant to clause (ii) below, the Borrower will not: (A) purchase or redeem
any of its membership interests, (B) declare or pay any dividend or set aside any funds for any such purpose, (C) prepay, purchase
or redeem any Debt, (D) lend or advance any funds or (E) repay any loans or advances to, for or from any of its Affiliates (the
amounts described in clauses (A) through (E) being referred to as “Restricted Payments”).


 


(ii)            Subject
to the limitations set forth in clause (iii) below, the Borrower may make Restricted Payments so long as such Restricted
Payments are made only in one or more of the following ways: (A) the Borrower may make cash payments (including prepayments) on the
Subordinated Loans in accordance with their respective terms and (B) the Borrower may declare and pay dividends if, both immediately
before and immediately after giving effect thereto, (1) no Event of Default or Unmatured Event of Default shall have occurred and be
continuing and (2) the Borrower’s Net Worth is not less than the Required Capital Amount.


 






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(iii)           
The Borrower may make Restricted Payments only out of the funds, if any, it receives pursuant to Sections 3.01 of this Agreement;
provided that the Borrower shall not pay, make or declare any Restricted Payment (including any dividend) if, after giving effect
thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing and immediately before and immediately
after giving effect thereto, the Borrower shall be solvent.


 


(s)        
Other Business. The Borrower will not: (i) engage in any business other than the transactions contemplated by the Transaction
Documents, (ii) create, incur or permit to exist any Debt of any kind (or cause or permit to be issued for its account any letters of
credit or bankers’ acceptances) other than pursuant to this Agreement or the Subordinated Loans or (iii) form any Subsidiary or
make any investments in any other Person.


 


(t)          
Use of Collections Available to the Borrower. The Borrower shall apply the Collections available to the Borrower to make
payments in the following order of priority: (i) the payment of its obligations under this Agreement and each of the other Transaction
Documents (other than the Subordinated Loans), (ii) the payment of accrued and unpaid interest on the Subordinated Loans and (iii) other
legal and valid purposes.


 


(u)         
Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees
from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take
all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect
or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative
Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and
the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative
Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments
thereto, and such other instruments and documents, that may be necessary or desirable, or that the Administrative Agent may reasonably
request, to perfect, protect or evidence any of the foregoing.


 


(ii)            
The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and
assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the
other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing
statement where permitted by law.


 


(iii)          
The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its
jurisdiction of organization.


 






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(iv)            
 The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense,
shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement
(including the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection
with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative
Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the
Administrative Agent may request at such time.


 


(v)          
Anti-Money Laundering/International Trade Law Compliance. The Borrower will not become a Sanctioned Person. No Covered Entity,
either in its own right or through any third party, will (a) have any of its assets in a Sanctioned Country or in the possession, custody
or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (b) do business in or with, or derive any of its income from
investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (c) engage in
any dealings or transactions prohibited by any Anti-Terrorism Law or (d) use the proceeds of any Credit Extension to fund any operations
in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any
Anti-Terrorism Law. The funds used to repay each Credit Extension will not be derived from any unlawful activity. The Borrower shall comply
with all Anti-Terrorism Laws. The Borrower shall promptly notify the Administrative Agent and each Lender in writing upon the occurrence
of a Reportable Compliance Event. The Borrower has not used and will not use the proceeds of any Credit Extension to fund any operations
in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.


 


(w)           
Borrower’s Net Worth. The Borrower shall not permit the Borrower’s Net Worth to be less than the Required Capital
Amount.


 


(x)            
Taxes. The Borrower shall (i) timely file all tax returns (federal, state and local) required to be filed by it and (ii)
pay, or cause to be paid, all taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental
charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with
GAAP.


 


(y)           
Borrower’s Tax Status. The Borrower shall remain a wholly-owned subsidiary of a United States person (within the meaning
of Section 7701(a)(30) of the Code) and not be subject to withholding under Section 1446 of the Code. No action shall be taken that would
cause the Borrower to (i) be treated other than as a “disregarded entity” within the meaning of U.S. Treasury Regulation
 § 301.7701-3 for U.S. federal income tax purposes or (ii) become an association taxable as a corporation or a publicly traded
partnership taxable as a corporation for U.S. federal income tax purposes. The Borrower shall not become subject to any Tax in any jurisdiction
outside the United States. The Borrower shall not become subject to any material amount of Taxes imposed by a state or local taxing authority.


 


(z)            
Minimum Funding Threshold. The Borrower shall cause the Aggregate Principal to exceed the Minimum Funding Threshold at all
times.


 






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(aa)         
LCR Securities. The Borrower shall not issue any LCR Security.


 


(bb)        
Certificate of Beneficial Ownership and Other Additional Information. The Borrower shall provide to the Administrative Agent
and the Lenders: (i) confirmation of the accuracy of the information set forth in the most recent Certificate of Beneficial Ownership
provided to the Administrative Agent and the Lenders; (ii) a new Certificate of Beneficial Ownership, in form and substance acceptable
to the Administrative Agent and each Lender, when the individual(s) to be identified as a Beneficial Owner have changed; and (iii) such
other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time for purposes
of compliance by the Administrative Agent or such Lender with Applicable Laws (including the PATRIOT Act and other “know your customer”
and anti-money laundering rules and regulations), and any policy or procedure implemented by the Administrative Agent or such Lender to
comply therewith.


 


(cc)        
Post-Closing Conditions.  The Borrower shall use commercially reasonable efforts, and shall cooperate in good faith
with the Administrative Agent and the Lenders, to cause each of the Post-Closing Conditions to be satisfied on or prior to July 30, 2021.


 


(dd)       
Mayer Electric Financing Statement.  By not later than July 30, 2021, the Borrower shall cause the Mayer Electric Financing
Statement to be terminated or amended such that it will not purport to include any Receivables or Related Security as collateral covered
thereby.


 


(ee)         
Account Control Agreement. At all times on and after April 15, 2021, the Borrower shall cause each Collection Account to
be subject to an Account Control Agreement.


 


SECTION 7.02.   Covenants
of the Servicer. At all times from the Closing Date until the Final Payout Date:


 


(a)          
Existence. The Servicer shall keep in full force and effect its existence and rights as a limited liability company or other
entity under the laws of the State of Delaware. The Servicer shall obtain and preserve its qualification to do business in each jurisdiction
in which the conduct of its business or the servicing of the Pool Receivables as required by this Agreement requires such qualification,
except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


(b)          
Financial Reporting. The Servicer will maintain a system of accounting established and administered in accordance with GAAP,
and the Servicer shall furnish to the Administrative Agent and each Lender:


 


(i)                Compliance
Certificates. (a) A compliance certificate promptly upon completion of the annual report of the Parent and in no event later
than 90 days after the close of the Parent’s fiscal year, in form and substance substantially similar to Exhibit G
signed by a Financial Officer of the Servicer stating that no Event of Default or Unmatured Event of Default has occurred and is
continuing, or if any Event of Default or Unmatured Event of Default has occurred and is continuing, stating the nature and status
thereof and (b) within 45 days after the close of each fiscal quarter of the Parent, a compliance certificate in form and substance
substantially similar to Exhibit G signed by a Financial Officer of the Servicer stating that no Event of Default or
Unmatured Event of Default has occurred and is continuing, or if any Event of Default or Unmatured Event of Default has occurred and
is continuing, stating the nature and status thereof.


 






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(ii)            
Monthly Information Packages and Interim Reports. As soon as available and in any event (A) not later than two (2) Business
Days prior to each Settlement Date, a Monthly Information Package as of the most recently completed Fiscal Month, (B) during a Weekly
Reporting Period, not later than 1:00 p.m. (New York City time) on the second Business Day of each calendar week, a Weekly Report with
respect to the Pool Receivables with data as of the close of business on the last Business Day of the immediately preceding calendar week
and (C) during a Daily Reporting Period, not later than 1:00 p.m. (New York City time) on each Business Day, a Daily Report with respect
to the Pool Receivables with data as of the close of business on the immediately preceding Business Day.


 


(iii)            
Other Information. Such other information (including non-financial information) as the Administrative Agent or any
Lender may from time to time reasonably request.


 


(c)              
Notices. The Servicer will notify the Administrative Agent and each Lender in writing of any of the following events promptly
upon (but in no event later than three (3) Business Days after) a Financial Officer or other officer learning of the occurrence thereof,
with such notice describing the same, and if applicable, the steps being taken by the Person(s) affected with respect thereto:


 


(i)               
Notice of Events of Default or Unmatured Events of Default. A statement of a Financial Officer of the
Servicer setting forth details of any Event of Default or Unmatured Event of Default that has occurred and is continuing and the action
which the Servicer proposes to take with respect thereto.


 


(ii)             
Representations and Warranties. The failure of any representation or warranty made or deemed made by the Servicer under
this Agreement or any other Transaction Document to be true and correct in any material respect when made.


 


(iii)             
Litigation. The institution of any litigation, arbitration proceeding or governmental proceeding which could reasonably
be expected to have a Material Adverse Effect.


 


(iv)           
Adverse Claim. (A) Any Person shall obtain an Adverse Claim upon the Collateral or any portion thereof, (B) any Person
other than the Borrower, the Servicer or the Administrative Agent shall obtain any rights or direct any action with respect to any Collection
Account (or related Lock-Box) or (C) any Obligor shall receive any change in payment instructions with respect to Pool Receivable(s) from
a Person other than the Servicer or the Administrative Agent.


 






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(v)            
 Name Changes. At least thirty (30) days before any change in any Originator’s or the Borrower’s name, jurisdiction
of organization or any other change requiring the amendment of UCC financing statements.


 


(vi)          
Change in Accountants or Accounting Policy. Any change in (i) the external accountants of the Borrower, the Servicer, any
Originator, any Performance Guarantor or the Parent, (ii) any accounting policy of the Borrower or (iii) any material accounting policy
of any Originator that is relevant to the transactions contemplated by this Agreement or any other Transaction Document (it being understood
that any change to the manner in which any Originator accounts for the Pool Receivables shall be deemed “material” for such
purpose).


 


(vii)         
Termination Event. The occurrence of a Sale and Contribution Termination Event.


 


(viii)       
Material Adverse Change. Promptly after the occurrence thereof, notice of any material adverse change in the business, operations,
property or financial or other condition of any Originator, the Servicer, any Performance Guarantor or the Borrower.


 


(d)              
Conduct of Business. The Servicer will carry on and conduct its business in substantially the same manner and in substantially
the same fields of enterprise as it is presently conducted, and will do all things necessary to remain duly organized, validly existing
and in good standing as a domestic limited liability company in its jurisdiction of organization and maintain all requisite authority
to conduct its business in each jurisdiction in which its business is conducted if the failure to have such authority could reasonably
be expected to have a Material Adverse Effect.


 


(e)              
Compliance with Laws. The Servicer will comply with all Applicable Laws to which it may be subject if the failure to comply
could reasonably be expected to have a Material Adverse Effect.


 


(f)               Furnishing
of Information and Inspection of Receivables. The Servicer will furnish or cause to be furnished to the Administrative Agent and
each Lender from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrative
Agent or any Lender may reasonably request. The Servicer will, at the Servicer’s expense, during regular business hours with
prior written notice, (i) permit the Administrative Agent and each Lender or their respective agents or representatives to (A)
examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral, (B) visit
the offices and properties of the Servicer for the purpose of examining such books and records and (C) discuss matters relating to
the Pool Receivables, the other Collateral or the Servicer’s performance hereunder or under the other Transaction Documents to
which it is a party with any of the officers, directors, employees or independent public accountants of the Servicer (provided that
representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting
the provisions of clause (i) above, during regular business hours, at the Servicer’s expense, upon prior written notice
from the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to
conduct a review of its books and records with respect to the Pool Receivables and other Collateral; provided, that so long
as no Event of Default has occurred and is continuing, the Borrower shall be required to reimburse the Administrative Agent for not
more than one (1) such review (or, if an Unmatured Event of Default has occurred and is continuing or if Holdings III does not have
long-term credit ratings of “B2” or better by Moody’s and “B” or better by S&P, then two (2) such
reviews) pursuant to clause (ii) above in any twelve-month period; provided, that, for the avoidance of doubt, the
Administrative Agent may conduct additional reviews pursuant to clause (ii) above from time to time in its discretion and at
its own expense.


 






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(g)              
Payments on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments
on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary
to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer
and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator,
it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly
(but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Servicer shall not permit
funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless
deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate
Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle
Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds.
The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule
II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an
Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection
Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the
prior written consent of the Administrative Agent.


 


(h)             
Extension or Amendment of Pool Receivables. Except as otherwise permitted in Section 8.02, the Servicer will
not alter the delinquency status or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable in any material
respect, or amend, modify or waive, in any material respect, any term or condition of any related Contract. The Servicer shall at its
expense, timely and fully perform and comply in all material respects with all provisions, covenants and other promises required to be
observed by it under the Contracts related to the Pool Receivables, and timely and fully comply with the Credit and Collection Policy
with regard to each Pool Receivable and the related Contract.


 


(i)               
Change in Credit and Collection Policy. The Servicer will not make any material change in the Credit and Collection Policy
without the prior written consent of the Administrative Agent. Promptly following any change in the Credit and Collection Policy, the
Servicer will deliver a copy of the updated Credit and Collection Policy to the Administrative Agent and each Lender.


 


(j)               Records.
The Servicer will maintain and implement administrative and operating procedures (including an ability to recreate records
evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain
all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection
of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections
of and adjustments to each existing Pool Receivable).


 






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(k)              
Identifying of Records. The Servicer shall identify its master data processing records relating to Pool Receivables and
related Contracts with a legend that indicates that the Pool Receivables have been pledged in accordance with this Agreement.


 


(l)               
Change in Payment Instructions to Obligors. The Servicer shall not (and shall not permit any Sub-Servicer to) add, replace
or terminate any Collection Account (or any related Lock-Box) or make any change in its instructions to the Obligors regarding payments
to be made to the Collection Accounts (or any related Lock-Box), other than any instruction to remit payments to a different Collection
Account (or any related Lock-Box), unless the Administrative Agent shall have received (i) prior written notice of such addition, termination
or change and (ii) a signed and acknowledged Account Control Agreement (or an amendment thereto) with respect to such new Collection Accounts
(or any related Lock-Box) and the Administrative Agent shall have consented to such change in writing.


 


(m)             
Security Interest, Etc. The Servicer shall, at its expense, take all action necessary or reasonably desirable to establish
and maintain a valid and enforceable first priority perfected security interest in the Collateral, in each case free and clear of any
Adverse Claim in favor of the Administrative Agent (on behalf of the Secured Parties), including taking such action to perfect, protect
or more fully evidence the security interest of the Administrative Agent (on behalf of the Secured Parties) as the Administrative Agent
or any Secured Party may reasonably request. In order to evidence the security interests of the Administrative Agent under this Agreement,
the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including such actions
as are reasonably requested by the Administrative Agent) to maintain and perfect, as a first-priority interest, the Administrative Agent’s
security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits
established by law, prepare and present to the Administrative Agent for the Administrative Agent’s authorization and approval, all
financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings
necessary to continue, maintain and perfect the Administrative Agent’s security interest as a first-priority interest. The Administrative
Agent’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature
of the Borrower, any Originator or the Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction
Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release,
or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the
Transaction Documents, without the prior written consent of the Administrative Agent.


 






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(n)               Further
Assurances; Change in Name or Jurisdiction of Origination, etc. The Servicer hereby authorizes and hereby agrees from time to
time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all
further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or
more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the
Administrative Agent (on behalf of the Secured Parties) to exercise and enforce their respective rights and remedies under this
Agreement or any other Transaction Document. Without limiting the foregoing, the Servicer hereby authorizes, and will, upon the
request of the Administrative Agent, at the Servicer’s own expense, execute (if necessary) and file such financing statements
or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or
that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing.


 


(o)              
Anti-Money Laundering/International Trade Law Compliance. The Servicer will not become a Sanctioned Person. No Covered Entity,
either in its own right or through any third party, will (a) have any of its assets in a Sanctioned Country or in the possession, custody
or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (b) do business in or with, or derive any of its income from
investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (c) engage in
any dealings or transactions prohibited by any Anti-Terrorism Law or (d) use the proceeds of any Credit Extension to fund any operations
in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any
Anti-Terrorism Law. The funds used to repay each Credit Extension will not be derived from any unlawful activity. The Servicer shall comply
with all Anti-Terrorism Laws. The Servicer shall promptly notify the Administrative Agent and each Lender in writing upon the occurrence
of a Reportable Compliance Event.


 


(p)              
Taxes. The Servicer shall (i) timely file all tax returns (federal, state and local) required to be filed by it and (ii)
pay, or cause to be paid, all taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental
charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with
GAAP, except in each case to the extent that such failure to file or pay could not reasonably be expected to have a Material Adverse Effect.


 


(q)              
Borrower’s Tax Status. The Servicer shall not take or cause any action to be taken that could result in the Borrower
(i) being treated other than as a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for
U.S. federal income tax purposes, (ii) becoming an association taxable as a corporation or a publicly traded partnership taxable as a
corporation for U.S. federal income tax purposes, (iii) becoming subject to any Tax in any jurisdiction outside the United States, or
(iv) becoming subject to any material amount of Taxes imposed by a state or local taxing authority.


 


(r)               
Post-Closing Conditions.  The Servicer shall use commercially reasonable efforts, and shall cooperate in good faith
with the Administrative Agent and the Lenders, to cause each of the Post-Closing Conditions to be satisfied on or prior to July 30, 2021.


 


(s)               
Mayer Electric Financing Statement.  By not later than July 30, 2021, the Servicer shall cause the Mayer Electric Financing
Statement to be terminated or amended such that it will not purport to include any Receivables or Related Security as collateral covered
thereby.


 


(t)             
 Account Control Agreement. At all times on and after April 15, 2021, the Servicer shall cause each Collection Account to
be subject to an Account Control Agreement.


 






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SECTION 7.03.   Separate
Existence of the Borrower. Each of the Borrower and the Servicer hereby acknowledges that the Secured Parties, the Lenders and the
Administrative Agent are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance
upon the Borrower’s identity as a legal entity separate from any Originator, the Servicer, any Performance Guarantor and their Affiliates.
Therefore, each of the Borrower and Servicer shall take all steps specifically required by this Agreement or reasonably required by the
Administrative Agent or any Lender to continue the Borrower’s identity as a separate legal entity and to make it apparent to third
Persons that the Borrower is an entity with assets and liabilities distinct from those of the Performance Guarantors, the Originators,
the Servicer and any other Person, and is not a division of the Performance Guarantors, the Originators, the Servicer, its Affiliates
or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth
herein, each of the Borrower and the Servicer shall take such actions as shall be required in order that:


 


(a)             
Special Purpose Entity. The Borrower will be a special purpose company whose primary activities are restricted in its Limited
Liability Company Agreement to: (i) purchasing or otherwise acquiring from the Originators, owning, holding, collecting, granting security
interests or selling interests in the Collateral, (ii) entering into agreements for the selling, servicing and financing of the Receivables
Pool (including the Transaction Documents) and (iii) conducting such other activities as it deems necessary or appropriate to carry out
its primary activities.


 


(b)              
No Other Business or Debt. The Borrower shall not engage in any business or activity except as set forth in this Agreement
nor, incur any indebtedness or liability other than as expressly permitted by the Transaction Documents.


 


(c)               Independent
Director. Not fewer than one member of the Borrower’s board of managers (the “Independent Director”)
shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member,
partner, officer, employee or associate, or any relative of the foregoing, of any member of the Parent Group (as hereinafter
defined) (other than his or her service as an Independent Director or special member of the Borrower or an independent director or
manager or special or springing member of any other bankruptcy-remote special purpose entity formed for the sole purpose of
securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a
customer or supplier of any member of the Parent Group (other than his or her service as an Independent Director or special member
of the Borrower or an independent director or manager or special or springing member of any other bankruptcy-remote special purpose
entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members
of the Parent Group or his or her employment by a professional services company that provides registered agent and office and
similar administrative and/or ministerial services to the Borrower and other members of the Parent Group), (iii) is not any member
of the immediate family of a person described in (i) or (ii) above, and (iv) has (x) prior experience as an
independent director or manager for a corporation or limited liability company whose organizational or charter documents required
the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could
consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any
applicable federal or state law relating to bankruptcy and (y) at least three years of employment experience with one or more
entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers
of securitization or structured finance instruments, agreements or securities. For purposes of this clause (c),
 “Parent Group” shall mean (i) the Parent, the Servicer, the Performance Guarantors and each Originator, (ii) each
person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five
percent (5%) or more of the membership interests in the Parent, (iii) each person that controls, is controlled by or is under common
control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the
purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by
contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such
person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more
of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and
(C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such
spouse.


 






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The Borrower shall (A) give
written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Director
of the Borrower, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would
be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of
the existing Independent Director, or the failure of such Independent Director to satisfy the criteria for an Independent Director set
forth in this clause (c), in which case the Borrower shall provide written notice of such election or appointment within one (1)
Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Director satisfies
the criteria for an Independent Director set forth in this clause (c).


 


The Borrower’s limited
liability company agreement shall provide that: (A) the Borrower’s board of managers shall not approve, or take any other action
to cause the filing of, a voluntary bankruptcy petition with respect to the Borrower unless the Independent Director shall approve the
taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent
Director cannot be amended without the prior written consent of the Independent Director.


 


The Independent Director shall
not at any time serve as a trustee in bankruptcy for the Borrower, the Parent, any Performance Guarantor, any Originator, the Servicer
or any of their respective Affiliates.


 


(d)              
Organizational Documents. The Borrower shall maintain its organizational documents in conformity with this Agreement, such
that it does not amend, restate, supplement or otherwise modify its ability to comply with the terms and provisions of any of the Transaction
Documents, including Section 7.01(p).


 






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(e)            
 Conduct of Business. The Borrower shall conduct its affairs strictly in accordance with its organizational documents and
observe all necessary, appropriate and customary company formalities, including holding all regular and special members’ and board
of directors’ meetings appropriate to authorize all company action, keeping separate and accurate minutes of its meetings, passing
all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records
and accounts, including payroll and intercompany transaction accounts.


 


(f)              
Compensation. Any employee, consultant or agent of the Borrower will be compensated from the Borrower’s funds for
services provided to the Borrower, and to the extent that Borrower shares the same officers or other employees as the Servicer (or any
other Affiliate thereof), the salaries and expenses relating to providing benefits to such officers and other employees shall be fairly
allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with such common
officers and employees. The Borrower will not engage any agents other than its attorneys, auditors and other professionals, and a servicer
and any other agent contemplated by the Transaction Documents for the Receivables Pool, which servicer will be fully compensated for its
services by payment of the Servicing Fee.


 


(g)             
Servicing and Costs. The Borrower will contract with the Servicer to perform for the Borrower all operations required on
a daily basis to service the Receivables Pool. The Borrower will not incur any indirect or overhead expenses for items shared with the
Servicer (or any other Affiliate thereof) that are not reflected in the Servicing Fee. To the extent, if any, that the Borrower (or any
Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, such as legal, auditing and other professional services,
such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on
a basis reasonably related to the actual use or the value of services rendered.


 


(h)             
Operating Expenses. The Borrower’s operating expenses will not be paid by the Servicer, the Parent, any Performance
Guarantor, any Originator or any Affiliate thereof.


 


(i)               
Stationery. The Borrower will have its own separate stationery.


 


(j)               
Books and Records. The Borrower’s books and records will be maintained separately from those of the Servicer, the
Parent, the Performance Guarantors, the Originators and any of their Affiliates and in a manner such that it will not be difficult or
costly to segregate, ascertain or otherwise identify the assets and liabilities of the Borrower.


 


(k)               Disclosure
of Transactions. All financial statements of the Servicer, the Parent, the Performance Guarantors, the Originators or any
Affiliate thereof that are consolidated to include the Borrower will disclose that (i) the Borrower’s sole business consists
of the purchase or acceptance through capital contributions of the Receivables and Related Rights from the Originators and the
subsequent retransfer of or granting of a security interest in such Receivables and Related Rights to the Administrative Agent
pursuant to this Agreement, (ii) the Borrower is a separate legal entity with its own separate creditors who will be entitled, upon
its liquidation, to be satisfied out of the Borrower’s assets prior to any assets or value in the Borrower becoming available
to the Borrower’s equity holders and (iii) the assets of the Borrower are not available to pay creditors of the Servicer, the
Parent, the Performance Guarantors, the Originators or any Affiliate thereof.


 






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(l)              
Segregation of Assets. The Borrower’s assets will be maintained in a manner that facilitates their identification
and segregation from those of the Servicer, the Parent, the Performance Guarantors, the Originators or any Affiliates thereof.


 


(m)            
Corporate Formalities. The Borrower will strictly observe limited liability company formalities in its dealings with the
Servicer, the Parent, the Performance Guarantors, the Originators or any Affiliates thereof, and funds or other assets of the Borrower
will not be commingled with those of the Servicer, the Parent, the Performance Guarantors, the Originators or any Affiliates thereof except
as permitted by this Agreement in connection with servicing the Pool Receivables. The Borrower shall not maintain joint bank accounts
or other depository accounts to which the Servicer, the Parent, the Performance Guarantors, the Originators or any Affiliate thereof (other
than the Servicer solely in its capacity as such) has independent access. The Borrower is not named, and has not entered into any agreement
to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with respect to any loss
relating to the property of the Servicer, the Parent, the Performance Guarantors, the Originators or any Subsidiaries or other Affiliates
thereof. The Borrower will pay to the appropriate Affiliate the marginal increase or, in the absence of such increase, the market amount
of its portion of the premium payable with respect to any insurance policy that covers the Borrower and such Affiliate.


 


(n)             
Arm’s-Length Relationships. The Borrower will maintain arm’s-length relationships with the Servicer, the Parent,
the Performance Guarantors, the Originators and any Affiliates thereof. Any Person that renders or otherwise furnishes services to the
Borrower will be compensated by the Borrower at market rates for such services it renders or otherwise furnishes to the Borrower. Neither
the Borrower on the one hand, nor the Servicer, the Parent, the Performance Guarantors, any Originator or any Affiliate thereof, on the
other hand, will be or will hold itself out to be responsible for the debts of the other or the decisions or actions respecting the daily
business and affairs of the other. The Borrower, the Servicer, the Parent, the Performance Guarantors, the Originators and their respective
Affiliates will immediately correct any known misrepresentation with respect to the foregoing, and they will not operate or purport to
operate as an integrated single economic unit with respect to each other or in their dealing with any other entity.


 


(o)             
Allocation of Overhead. To the extent that Borrower, on the one hand, and the Servicer, the Parent, the Performance Guarantors,
any Originator or any Affiliate thereof, on the other hand, have offices in the same location, there shall be a fair and appropriate allocation
of overhead costs between them, and the Borrower shall bear its fair share of such expenses, which may be paid through the Servicing Fee
or otherwise.


 






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ARTICLE
VIII




 


ADMINISTRATION
AND COLLECTION

OF RECEIVABLES


 


SECTION 8.01. Appointment
of the Servicer.


 


(a)              
The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to
time as the Servicer in accordance with this Section 8.01. Until the Administrative Agent gives notice to Evoqua Water Technologies
LLC (in accordance with this Section 8.01) of the designation of a new Servicer, Evoqua Water Technologies LLC is hereby designated
as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during
the continuation of an Event of Default, the Administrative Agent may designate as Servicer any Person (including itself) to succeed Evoqua
Water Technologies LLC or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform
the duties and obligations of the Servicer pursuant to the terms hereof.


 


(b)              
Upon the designation of a successor Servicer as set forth in clause (a) above, Evoqua Water Technologies LLC agrees that
it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent reasonably determines will facilitate
the transition of the performance of such activities to the new Servicer, and Evoqua Water Technologies LLC shall cooperate with and assist
such new Servicer. Such cooperation shall include access to and transfer of records (including all Contracts) related to Pool Receivables
and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable
to collect the Pool Receivables and the Related Security.


 


(c)              
Evoqua Water Technologies LLC acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative
Agent and each Lender have relied on Evoqua Water Technologies LLC’s agreement to act as Servicer hereunder. Accordingly, Evoqua
Water Technologies LLC agrees that it will not voluntarily resign as Servicer without the prior written consent of the Administrative
Agent.


 


(d)              
The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided,
that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer
pursuant to the terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii)
the Borrower, the Administrative Agent, each Lender shall have the right to look solely to the Servicer for performance, (iv) the terms
of any agreement with any Sub-Servicer shall provide that the Administrative Agent may terminate such agreement upon the termination of
the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate
notice to each such Sub-Servicer) and (v) if such Sub-Servicer is not an Affiliate of Evoqua, the Administrative Agent shall have consented
in writing in advance to such delegation.


 






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SECTION 8.02. Duties of
the Servicer.


 


(a)               The
Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and
collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care
and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators.
The Servicer shall set aside, for the accounts of each Credit Party, the amount of Collections to which each such Credit Party is
entitled in accordance with Article III hereof. The Servicer may, in accordance with the Credit and Collection Policy and
consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool
Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or
reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the
applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to,
change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool
Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable
or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has
occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The
Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for
the benefit of each Credit Party), in accordance with their respective interests, all records and documents (including computer
tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of
Default has occurred and is continuing, the Administrative Agent may direct the Servicer to commence or settle any legal action to
enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with
respect to any such Defaulted Receivable.


 


(b)              
The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections
of any indebtedness that is not a Pool Receivable, less, if Evoqua Water Technologies LLC or an Affiliate thereof is not the Servicer,
all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections.
The Servicer, if other than Evoqua Water Technologies LLC or an Affiliate thereof, shall, as soon as practicable upon demand, deliver
to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of
records in its possession that evidence or relate to any indebtedness that is a Pool Receivable.


 


(c)              
The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date,
the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer,
or that have been obtained by the Servicer, in connection with this Agreement.


 


SECTION 8.03. Collection
Account Arrangements. On or prior to April 15, 2021, the Borrower shall have entered into Account Control Agreements with all of
the Collection Account Banks and delivered executed counterparts of each to the Administrative Agent. Upon the occurrence and during
the continuance of an Event of Default, the Administrative Agent may at any time thereafter give notice to each Collection Account
Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following:
(a) to have the exclusive dominion and control of the Collection Accounts transferred to the Administrative Agent (for the benefit
of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited therein (for the benefit of the
Secured Parties), (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the
Administrative Agent’s instructions rather than deposited in the applicable Collection Account and (c) to take any or all
other actions permitted under the applicable Account Control Agreement. The Borrower hereby agrees that if the Administrative Agent
at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the
benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower hereby further
agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool
Receivables received by the Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the
Administrative Agent.


 






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SECTION 8.04. Enforcement
Rights.


 


(a)          
At any time following the occurrence and during the continuation of an Event of Default:


 


(i)                
the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any
Pool Receivable is to be made directly to the Administrative Agent or its designee;


 


(ii)             
the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool
Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on
behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower
or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each
Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s
or the Servicer’s, as the case may be, expense) may so notify the Obligors;


 


(iii)           
the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records
necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use
of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative
Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash,
checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative
Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer,
to the Administrative Agent or its designee;


 


(iv)            
the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access
to the Collection Accounts;


 






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(v)              
 the Administrative Agent may replace the Person then acting as Servicer; and


 


(vi)            
the Administrative Agent may collect any amounts due from an Originator under the Sale and Contribution Agreement or a Performance
Guarantor under the Performance Guaranty.


 


For the avoidance
of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive
of the rights and remedies contained herein and under the other Transaction Documents.


 


(b)         
The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative
Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Borrower, which appointment
is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable,
in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default,
to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks
and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this
subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact
to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact
in any manner whatsoever.


 


(c)         
The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative
Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Servicer, which appointment
is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable,
in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default,
to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks
and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this
subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact
to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact
in any manner whatsoever.


 


SECTION 8.05. Responsibilities
of the Borrower.


 


(a)           Anything
herein to the contrary notwithstanding, the Borrower shall: (i) perform all of its obligations, if any, under the Contracts related
to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the
exercise by the Administrative Agent, or any other Credit Party of their respective rights hereunder shall not relieve the Borrower
from such obligations and (ii) pay when due any Taxes, including any sales Taxes payable in connection with the Pool Receivables and
their creation and satisfaction. None of the Credit Parties shall have any obligation or liability with respect to any Collateral,
nor shall any of them be obligated to perform any of the obligations of the Borrower, the Servicer or any Originator thereunder.


 






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(b)              
Evoqua hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current
Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, Evoqua shall conduct the data-processing functions
of the administration of the Receivables and the Collections thereon in substantially the same way that Evoqua conducted such data-processing
functions while it acted as the Servicer. In connection with any such processing functions, the Borrower shall pay to Evoqua its reasonable
out-of-pocket costs and expenses from the Borrower’s own funds (subject to the priority of payments set forth in Section 3.01).


 


SECTION 8.06. Servicing
Fee.


 


(a)              
Subject to clause (b) below, the Borrower shall pay the Servicer a fee (the “Servicing Fee”) equal to
1.00% per annum (the “Servicing Fee Rate”) of the daily average aggregate Outstanding Balance of the Pool Receivables.
Accrued Servicing Fees shall be payable from Collections to the extent of available funds in accordance with Section 3.01.


 


(b)              
If the Servicer ceases to be Evoqua or an Affiliate thereof, the Servicing Fee shall be the greater of: (i) the amount calculated
pursuant to clause (a) above and (ii) an alternative amount specified by the successor Servicer not to exceed 110% of the aggregate
reasonable costs and expenses incurred by such successor Servicer in connection with the performance of its obligations as Servicer hereunder.


 


ARTICLE
IX



EVENTS OF DEFAULT


 


SECTION 9.01. Events of
Default. If any of the following events (each an “Event of Default”) shall occur:


 


(a)              
(i) the Borrower, any Originator, any Performance Guarantor or the Servicer shall fail to perform or observe any term, covenant
or agreement under this Agreement or any other Transaction Document (other than any such failure which would constitute an Event of Default
under clause (ii) or (iii) of this paragraph (a)), and such failure, solely to the extent capable of cure, shall
continue for five (5) Business Days, (ii) the Borrower, any Originator, any Performance Guarantor or the Servicer shall fail to make when
due (x) any payment or deposit to be made by it under this Agreement or any other Transaction Document and such failure shall continue
unremedied for two (2) Business Days or (iii) Evoqua shall resign as Servicer, and no successor Servicer reasonably satisfactory to the
Administrative Agent shall have been appointed;


 


(b)               any
representation or warranty made or deemed made by the Borrower, any Originator, any Performance Guarantor or the Servicer (or any of
their respective officers) under or in connection with this Agreement or any other Transaction Document or any information or report
delivered by the Borrower, any Originator, any Performance Guarantor or the Servicer pursuant to this Agreement or any other
Transaction Document, shall prove to have been incorrect or untrue in any material respect when made or deemed made or
delivered;


 






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(c)              
the Borrower or the Servicer shall fail to deliver a Monthly Information Package or Interim Report pursuant to this Agreement,
and such failure shall remain unremedied for two (2) Business Days;


 


(d)              
this Agreement or any security interest granted pursuant to this Agreement or any other Transaction Document shall for any reason cease
to create, or for any reason cease to be, a valid and enforceable first priority perfected security interest in favor of the Administrative
Agent with respect to any material portion of the Collateral, free and clear of any Adverse Claim;


 


(e)              
the Borrower, any Originator, any Performance Guarantor or the Servicer shall generally not pay its debts as such debts become
due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors;
or any Insolvency Proceeding shall be instituted by or against the Borrower, any Originator, any Performance Guarantor or the Servicer
and, in the case of any such proceeding instituted against such Person (but not instituted by such Person), either such proceeding shall
remain undismissed or unstayed for a period of sixty (60) consecutive days, or any of the actions sought in such proceeding (including
the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for
any substantial part of its property) shall occur; or the Borrower, any Originator, any Performance Guarantor or the Servicer shall take
any corporate or organizational action to authorize any of the actions set forth above in this paragraph;


 


(f)               
the Delinquency Ratio for any Fiscal Month shall exceed 10.00%;


 


(g)              
a Change in Control shall occur;


 


(h)              
a Borrowing Base Deficit shall occur, and shall not have been cured within two (2) Business Days;


 


(i)                 (i)
the Borrower fails to pay any principal of or premium or interest on any of its Debt when the same becomes due and payable (whether
by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure continues after the applicable grace
period, if any, specified in the agreements governing such Debt (whether or not such failure is waived under such related
agreements); (ii) any Originator, any Performance Guarantor or the Servicer, or any of their respective Subsidiaries, individually
or in the aggregate, fails to pay any principal of or premium or interest on any of its Debt that is outstanding in a principal
amount of at least the applicable Threshold Amount in the aggregate when the same becomes due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) and such failure continues after the applicable grace period, if
any, specified in the agreements governing such Debt (whether or not such failure is waived under such related agreements); (iii)
any other event occurs or condition exists under any agreement governing any Debt described in clause (ii) or (iii) of
this paragraph and continues after the applicable grace period (not to exceed 30 days), if any, specified in such agreement (whether
or not such failure is waived under such agreement) if the effect of such event or condition is to give the applicable debtholders
the right (whether acted upon or not) to accelerate the maturity of such Debt or to terminate the funding commitment of any lender
thereunder, (iv) any Debt described in clause (i) or (ii) of this paragraph is declared to be due and payable, or
required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to
repay, redeem, purchase or defease such Debt shall be required to be made or the funding commitment of any lender thereunder
terminated, in each case before the stated maturity thereof; or (v) without limiting any of the foregoing, any Event of Default
occurs under the Credit Agreement;;


 






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(j)                
the Borrower shall fail (x) at any time (other than for ten (10) Business Days following notice of the death or resignation of
any Independent Director) to have an Independent Director who satisfies each requirement and qualification specified in Section 7.03(c)
of this Agreement for Independent Directors, on the Borrower’s board of directors or (y) to timely notify the Administrative Agent
of any replacement or appointment of any director that is to serve as an Independent Director on the Borrower’s board of directors
as required pursuant to Section 7.03(c) of this Agreement;


 


(k)              
either (i) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets
of the Borrower, any Originator, the Servicer, any Performance Guarantor or the Parent or (ii) the PBGC shall, or shall indicate its intention
to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower, the Servicer, any Originator,
any Performance Guarantor or the Parent;


 


(l)                
(i) the occurrence of a Reportable Event; (ii) the adoption of an amendment to a Pension Plan that would require the provision
of security pursuant to Section 401(a)(29) of the Code; (iii) the existence with respect to any Multiemployer Plan of an “accumulated
funding deficiency” (as defined in Section 431 of the Code or Section 304 of ERISA), whether or not waived; (iv) the failure to
satisfy the minimum funding standard under Section 412 of the Code with respect to any Pension Plan (v) the incurrence of any liability
under Title IV of ERISA with respect to the termination of any Pension Plan or the withdrawal or partial withdrawal of any of the Borrower,
any Originator, the Servicer, the Parent, any Performance Guarantor or any of their respective ERISA Affiliates from any Multiemployer
Plan; (vi) the receipt by any of the Borrower, any Originator, the Servicer, the Parent, any Performance Guarantor or any of their respective
ERISA Affiliates from the PBGC or any plan administrator of any notice relating to the intention to terminate any Pension Plan or Multiemployer
Plan or to appoint a trustee to administer any Pension Plan or Multiemployer Plan; (vii) the receipt by the Borrower, any Originator,
the Servicer, the Parent, any Performance Guarantor or any of their respective ERISA Affiliates of any notice concerning the imposition
of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within
the meaning of Title IV of ERISA; (viii) the occurrence of a prohibited transaction with respect to any of the Borrower, any Originator,
the Servicer, the Parent, any Performance Guarantor or any of their respective ERISA Affiliates (pursuant to Section 4975 of the Code);
or (ix) the occurrence or existence of any other similar event or condition with respect to a Pension Plan or a Multiemployer Plan, with
respect to each of clause (i) through (ix), either individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect;


 


(m)            
a Sale and Contribution Termination Event shall occur;


 


(n)              
a Material Adverse Effect occurs;


 






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(o)              
 the Borrower shall (i) be required to register as an “investment company” within the meaning of the Investment Company
Act or (ii) become a “covered fund” within the meaning of the Volcker Rule;


 


(p)              
any of Borrower, any Performance Guarantor, any Originator or Servicer shall be or become a Sanctioned Person;


 


(q)              
any material provision of this Agreement or any other Transaction Document shall cease to be in full force and effect or any of
the Borrower, any Originator, any Performance Guarantor or the Servicer (or any of their respective Affiliates) shall so state in writing;


 


(r)               
Holdings III (or any successor borrower or guarantor under the Credit Agreement) shall fail to satisfy the financial covenant set
forth in Section 7.11 of the Credit Agreement as in effect on the Closing Date without giving effect to any amendment or modification
thereto or any termination thereof, other than any such amendment or modification consented to by the Administrative Agent in writing
(for the avoidance of doubt, acting in its sole discretion and in its capacity as Administrative Agent hereunder, rather than as a lender
under the Credit Agreement); or


 


(s)               
one or more judgments or decrees shall be entered against the Borrower, any Originator, the Parent, any Performance Guarantor or
the Servicer, or any Affiliate of any of the foregoing involving in the aggregate a liability (not paid or to the extent not covered by
a reputable and solvent insurance company) and such judgments and decrees either shall be final and non-appealable or shall not be vacated,
discharged or stayed or bonded pending appeal for any period of 30 consecutive days, and the aggregate amount of all such judgments equals
or exceeds the Threshold Amount;


 


then, and in any such event, the Administrative
Agent may (or, at the direction of the Majority Lenders shall) by notice to the Borrower (x) declare the Termination Date to have occurred
(in which case the Termination Date shall be deemed to have occurred), (y) declare the Final Maturity Date to have occurred (in which
case the Final Maturity Date shall be deemed to have occurred) and (z) declare the Aggregate Principal and all other Borrower Obligations
to be immediately due and payable (in which case the Aggregate Principal and all other Borrower Obligations shall be immediately due and
payable); provided that, automatically upon the occurrence of any event (without any requirement for the giving of notice) described
in subsection (e) of this Section 9.01 with respect to the Borrower, the Termination Date shall occur and the Aggregate
Principal and all other Borrower Obligations shall be immediately due and payable. Upon any such declaration or designation or upon such
automatic termination, the Administrative Agent and the other Secured Parties shall have, in addition to the rights and remedies which
they may have under this Agreement and the other Transaction Documents, all other rights and remedies provided after default under the
UCC and under other Applicable Law, which rights and remedies shall be cumulative. Any proceeds from liquidation of the Collateral shall
be applied in the order of priority set forth in Section 3.01.


 






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ARTICLE
X




THE ADMINISTRATIVE AGENT


 


SECTION 10.01. Authorization
and Action. Each Credit Party hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers
as are reasonably incidental thereto. The Administrative Agent shall not have any duties other than those expressly set forth in the Transaction
Documents, and no implied obligations or liabilities shall be read into any Transaction Document, or otherwise exist, against the Administrative
Agent. The Administrative Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or
agency with, the Borrower or any Affiliate thereof or any Credit Party except for any obligations expressly set forth herein. Notwithstanding
any provision of this Agreement or any other Transaction Document, in no event shall the Administrative Agent ever be required to take
any action which exposes the Administrative Agent to personal liability or which is contrary to any provision of any Transaction Document
or Applicable Law.


 


SECTION 10.02. Administrative
Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable
for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement (including
the Administrative Agent’s servicing, administering or collecting Pool Receivables in the event it replaces the Servicer in such
capacity pursuant to Section 8.01), in the absence of its or their own gross negligence or willful misconduct. Without limiting
the generality of the foregoing, the Administrative Agent: (a) may consult with legal counsel (including counsel for any Credit Party
or the Servicer), independent certified public accountants and other experts selected by it and shall not be liable for any action taken
or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty
or representation to any Credit Party (whether written or oral) and shall not be responsible to any Credit Party for any statements, warranties
or representations (whether written or oral) made by any other party in or in connection with this Agreement; (c) shall not have any duty
to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part
of any Credit Party or to inspect the property (including the books and records) of any Credit Party; (d) shall not be responsible to
any Credit Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto; and (e) shall be entitled to rely, and shall be fully protected in so relying,
upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed
by it to be genuine and signed or sent by the proper party or parties.


 


SECTION 10.03. Administrative
Agent and Affiliates. With respect to any Credit Extension or interests therein owned by any Credit Party that is also the
Administrative Agent, such Credit Party shall have the same rights and powers under this Agreement as any other Credit Party and may
exercise the same as though it were not the Administrative Agent. The Administrative Agent and any of its Affiliates may generally
engage in any kind of business with the Borrower or any Affiliate thereof and any Person who may do business with or own securities
of the Borrower or any Affiliate thereof, all as if the Administrative Agent were not the Administrative Agent hereunder and without
any duty to account therefor to any other Secured Party.


 






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SECTION 10.04. Indemnification
of Administrative Agent. Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or
any Affiliate thereof), ratably according to the respective Percentage of such Lender, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other
Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document;
provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.


 


SECTION 10.05. Delegation
of Duties. The Administrative Agent may execute any of its duties through agents or attorneys-in-fact and shall be entitled to advice
of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care.


 


SECTION 10.06. Action or
Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action
under any Transaction Document unless it shall first receive such advice or concurrence of the Majority Lenders, and assurance of its
indemnification by the Lenders, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or
in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of
the Majority Lenders, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all
Credit Parties. The Credit Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under
a Transaction Document (i) specifically requires the advice or concurrence of all Lenders or (ii) may be taken by the Administrative Agent
alone or without any advice or concurrence of any Lender, then the Administrative Agent may take action based upon the advice or concurrence
of the Majority Lenders.


 


SECTION 10.07. Notice of
Events of Default; Action by Administrative Agent. The Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Unmatured Event of Default or Event of Default unless the Administrative Agent has received notice from any Credit Party
or the Borrower stating that an Unmatured Event of Default or Event of Default has occurred hereunder and describing such Unmatured Event
of Default or Event of Default. If the Administrative Agent receives such a notice, it shall promptly give notice thereof to each Lender.
The Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, concerning an Unmatured
Event of Default or Event of Default or any other matter hereunder as the Administrative Agent deems advisable and in the best interests
of the Secured Parties.


 






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SECTION 10.08. Non-Reliance
on Administrative Agent and Other Parties. Each Credit Party expressly acknowledges that neither the Administrative Agent nor
any of its directors, officers, agents or employees has made any representations or warranties to it and that no act by the
Administrative Agent hereafter taken, including any review of the affairs of the Borrower or any Affiliate thereof, shall be deemed
to constitute any representation or warranty by the Administrative Agent. Each Credit Party represents and warrants to the
Administrative Agent that, independently and without reliance upon the Administrative Agent or any other Credit Party and based on
such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of, and
investigation into, the business, operations, property, prospects, financial and other conditions and creditworthiness of the
Borrower, each Originator, each Performance Guarantor or the Servicer and the Pool Receivables and its own decision to enter into
this Agreement and to take, or omit, action under any Transaction Document. Except for items expressly required to be delivered
under any Transaction Document by the Administrative Agent to any Credit Party, the Administrative Agent shall not have any duty or
responsibility to provide any Credit Party with any information concerning the Borrower, any Originator, any Performance Guarantor
or the Servicer that comes into the possession of the Administrative Agent or any of its directors, officers, agents, employees,
attorneys-in-fact or Affiliates.


 


SECTION 10.09. Successor
Administrative Agent.


 


(a)              
The Administrative Agent may, upon at least thirty (30) days’ notice to the Borrower, each Servicer and each Lender, resign
as Administrative Agent. Except as provided below, such resignation shall not become effective until a successor Administrative Agent
is appointed by the Majority Lenders as a successor Administrative Agent and has accepted such appointment. If no successor Administrative
Agent shall have been so appointed by the Majority Lenders, within thirty (30) days after the departing Administrative Agent’s giving
of notice of resignation, the departing Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative
Agent as successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders within
sixty (60) days after the departing Administrative Agent’s giving of notice of resignation, the departing Administrative Agent may,
on behalf of the Secured Parties, petition a court of competent jurisdiction to appoint a successor Administrative Agent.


 


(b)              
Upon such acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative
Agent shall succeed to and become vested with all the rights and duties of the resigning Administrative Agent, and the resigning Administrative
Agent shall be discharged from its duties and obligations under the Transaction Documents. After any resigning Administrative Agent’s
resignation hereunder, the provisions of this Article X and Article XII shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was the Administrative Agent.


 


SECTION 10.10. Structuring
Agent. Each of the parties hereto hereby acknowledges and agrees that the Structuring Agent shall not have any right, power, obligation,
liability, responsibility or duty under this Agreement, other than the Structuring Agent’s right to receive fees pursuant to Section
2.03. Each Credit Party acknowledges that it has not relied, and will not rely, on the Structuring Agent in deciding to enter into
this Agreement and to take, or omit to take, any action under any Transaction Document.


 






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SECTION 10.11. Erroneous
Payment.


 


(a)              
 Each Lender hereby agrees that (i) if the Administrative Agent notifies such Lender that the Administrative Agent has determined
in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates were erroneously
transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender (whether as a payment,
prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an “Erroneous Payment”)
and demands the return of such Erroneous Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business
Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand
was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the
date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent
in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation from time to time in effect and (ii) such Lender shall not assert any right or claim
to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand,
claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver
of any defense based on "discharge for value" or any similar doctrine. A notice of the Administrative Agent to any Lender under
this clause (a) shall be conclusive, absent manifest error.


 


(b)              
Without limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives an Erroneous
Payment from the Administrative Agent (or any of its Affiliates) (i) that is in an amount different than (other than a de minimis
difference), or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates)
with respect to such Erroneous Payment (an “Erroneous Payment Notice”), or (ii) that was not preceded or accompanied
by an Erroneous Payment Notice, it shall be on notice that, in each such case, an error has been made with respect to such Erroneous Payment. 
Each Lender further agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have
been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative
Agent, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of
any such Erroneous Payment (or portion thereof) that was received by such Lender to the date such amount is repaid to the Administrative
Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation from time to time in effect.


 


(c)              
The Borrower and Evoqua hereby agree that (i) in the event an Erroneous Payment (or portion thereof) is not recovered from any
Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all
the rights of such Lender with respect to such amount and (ii) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise
satisfy any Borrower Obligations or any obligations owed hereunder by Evoqua.


 


(d)               Each
party’s obligations under this Section 10.11 shall survive the resignation or replacement of the Administrative Agent
or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment,
satisfaction or discharge of all Borrower Obligations (or any portion thereof) under any Loan Document.


 






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ARTICLE
XI



INDEMNIFICATION


 


SECTION 11.01. Indemnities
by the Borrower.


 


(a)              
Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective
assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under
Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and
liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”)
arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the
security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) Borrower Indemnified
Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts
resulted from the gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (b) Taxes that
are covered by Section 4.03 (other than (A) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim
or (B) Taxes specifically enumerated below). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it
being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in
the order of priority set forth in Section 3.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify
such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following
(but excluding Borrower Indemnified Amounts and Taxes described in clauses (a) and (b) above):


 


(i)                
any Pool Receivable which the Borrower or the Servicer includes as an Eligible Receivable as part of the Net Receivables Pool Balance
but which is not an Eligible Receivable at such time;


 


(ii)               
any representation, warranty or statement made or deemed made by the Borrower (or any of its respective officers) under or in connection
with this Agreement, any of the other Transaction Documents, any Monthly Information Package, any Interim Report or any other information
or report delivered by or on behalf of the Borrower pursuant hereto which shall have been untrue or incorrect when made or deemed made;


 


(iii)              
the failure by the Borrower to comply with any Applicable Law with respect to any Pool Receivable or the related Contract; or the
failure of any Pool Receivable or the related Contract to conform to any such Applicable Law;


 


(iv)              
the failure to vest in the Administrative Agent a first priority perfected security interest in all or any portion of the Collateral,
in each case free and clear of any Adverse Claim;


 






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(v)              
 the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements
or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Pool
Receivable and the other Collateral and Collections in respect thereof, whether at the time of any Credit Extension or at any subsequent
time;


 


(vi)             
any dispute, claim or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Pool Receivable (including
a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable
against it in accordance with its terms), or any other claim resulting from or relating to collection activities with respect to such
Pool Receivable;


 


(vii)            
any failure of the Borrower to perform any of its duties or obligations in accordance with the provisions hereof and of each other
Transaction Document related to Pool Receivables or to timely and fully comply with the Credit and Collection Policy in regard to each
Pool Receivable;


 


(viii)           
any products liability, environmental or other claim arising out of or in connection with any Pool Receivable or other merchandise,
goods or services which are the subject of or related to any Pool Receivable;


 


(ix)               
the misdirection of Collections or the commingling of Collections of Pool Receivables at any time with other funds;


 


(x)               
any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document
or the use of proceeds of any Credit Extensions or in respect of any Pool Receivable or other Collateral or any related Contract;


 


(xi)              
any failure of the Borrower to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction
Document;


 


(xii)             
any setoff with respect to any Pool Receivable;


 


(xiii)             
any claim brought by any Person other than a Borrower Indemnified Party arising from any activity by the Borrower or any Affiliate
of the Borrower in servicing, administering or collecting any Pool Receivable;


 


(xiv)            
the failure by the Borrower to pay when due any Taxes, including sales, excise or personal property Taxes;


 


(xv)            
any failure of a Collection Account Bank to comply with the terms of the applicable Account Control Agreement, the termination
by a Collection Account Bank of any Account Control Agreement or any amounts (including in respect of an indemnity) payable by the Administrative
Agent to a Collection Account Bank under any Account Control Agreement;


 






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(xvi)           
 any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any
Pool Receivable (including a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation
of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of goods or the rendering
of services related to such Pool Receivable or the furnishing or failure to furnish any such goods or services or other similar claim
or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;


 


(xvii)           
any action taken by the Administrative Agent as attorney-in-fact for the Borrower, any Originator or the Servicer pursuant to this
Agreement or any other Transaction Document;


 


(xviii)         
the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness;


 


(xix)            
the use of proceeds of any Credit Extension;


 


(xx)             
any reduction in Principal as a result of the distribution of Collections if all or a portion of such distributions shall thereafter
be rescinded or otherwise must be returned for any reason; or


 


(xxi)            
the Mayer Electric Financing Statement or any Adverse Claim on any Collateral perfected or purportedly perfected thereby.


 


(b)              
Notwithstanding anything to the contrary in this Agreement, solely for purposes of the Borrower’s indemnification obligations
in clauses (ii), (iii), (vii) and (xi) of this Article XII, any representation, warranty or covenant
qualified by the occurrence or non-occurrence of a material adverse effect or similar concepts of materiality shall be deemed to be not
so qualified.


 


(c)              
If for any reason the foregoing indemnification is unavailable to any Borrower Indemnified Party or insufficient to hold it harmless,
then the Borrower shall contribute to such Borrower Indemnified Party the amount paid or payable by such Borrower Indemnified Party as
a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the
Borrower and its Affiliates on the one hand and such Borrower Indemnified Party on the other hand in the matters contemplated by this
Agreement as well as the relative fault of the Borrower and its Affiliates and such Borrower Indemnified Party with respect to such loss,
claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations
of the Borrower under this Section shall be in addition to any liability which the Borrower may otherwise have, shall extend upon the
same terms and conditions to each Borrower Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns,
heirs and personal representatives of the Borrower and the Borrower Indemnified Parties.


 


(d)              
Any indemnification or contribution under this Section shall survive the termination of this Agreement.


 






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SECTION 11.02. Indemnification
by the Servicer.


 


(a)              
The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected
Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”),
from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts
or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment,
award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action,
proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding
(i) Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Servicer
Indemnified Amounts resulted from the gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification,
(ii) Taxes that are covered by Section 4.03 (other than any Taxes that represent losses, claims, damages, etc. arising from any
non-Tax claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible
solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor.
Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts
necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting
from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):


 


(i)                
any representation, warranty or statement made or deemed made by the Servicer (or any of its respective officers) under or in connection
with this Agreement, any of the other Transaction Documents, any Monthly Information Package, any Interim Report or any other information
or report delivered by or on behalf of the Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made;


 


(ii)               
the failure by the Servicer to comply with any Applicable Law with respect to any Pool Receivable or the related Contract; or the
failure of any Pool Receivable or the related Contract to conform to any such Applicable Law;


 


(iii)              
the misdirection of Collections or the commingling of Collections of Pool Receivables at any time with other funds;


 


(iv)              
the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness;


 


(v)              
any failure of a Collection Account Bank to comply with the terms of the applicable Account Control Agreement, the termination
by a Collection Account Bank of any Account Control Agreement or any amounts (including in respect of an indemnity) payable by the Administrative
Agent to a Collection Account Bank under any Account Control Agreement;


 


(vi)             
any failure of the Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction
Document; or


 


(vii)            
 the Mayer Electric Financing Statement or any Adverse Claim on any Collateral perfected or purportedly perfected thereby.


 






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(b)              
If for any reason the foregoing indemnification is unavailable to any Servicer Indemnified Party or insufficient to hold it harmless,
then the Servicer shall contribute to the amount paid or payable by such Servicer Indemnified Party as a result of such loss, claim, damage
or liability in such proportion as is appropriate to reflect the relative economic interests of the Servicer and its Affiliates on the
one hand and such Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault
of the Servicer and its Affiliates and such Servicer Indemnified Party with respect to such loss, claim, damage or liability and any other
relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Servicer under this Section shall
be in addition to any liability which the Servicer may otherwise have, shall extend upon the same terms and conditions to Servicer Indemnified
Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Servicer
and the Servicer Indemnified Parties.


 


(c)              
Any indemnification or contribution under this Section shall survive the termination of this Agreement.


 


ARTICLE
XII



MISCELLANEOUS


 


SECTION 12.01. Amendments,
Etc.


 


(a)              
No failure on the part of any Credit Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise
of any other right. No amendment or waiver of any provision of this Agreement or consent to any departure by any of the Borrower or any
Affiliate thereof shall be effective unless in a writing signed by the Administrative Agent and the Majority Lenders (and, in the case
of any amendment, also signed by the Borrower), and then such amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that (A) no amendment, waiver or consent shall, unless
in writing and signed by the Servicer, affect the rights or duties of the Servicer under this Agreement; (B) no amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent and each Lender:


 


(i)                
change (directly or indirectly) the definitions of, Borrowing Base Deficit, Defaulted Receivable, Delinquent Receivable, Eligible
Receivable, Facility Limit, Final Maturity Date or Net Receivables Pool Balance contained in this Agreement, or change the calculation
of the Borrowing Base;


 


(ii)              
reduce the amount of Principal or Interest that is payable on account of any Loan or with respect to any other Credit Extension
or delay any scheduled date for payment thereof;


 


(iii)             
change any Event of Default;


 






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(iv)              
 release all or a material portion of the Collateral from the Administrative Agent’s security interest created hereunder;


 


(v)              
release each Performance Guarantor from any of its obligations under the Performance Guaranty or terminate the Performance Guaranty;


 


(vi)            
change any of the provisions of this Section 12.01 or the definition of “Majority Lenders”; or


 


(vii)            
change the order of priority in which Collections are applied pursuant to Section 3.01.


 


Notwithstanding the foregoing,
(A) no amendment, waiver or consent shall increase any Lender’s Commitment hereunder without the consent of such Lender and (B)
no amendment, waiver or consent shall reduce any Fees payable by the Borrower to any Lender or delay the dates on which any such Fees
are payable, in either case, without the consent of such Lender.


 


SECTION 12.02. Notices,
Etc. All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile
and email communication) and faxed, emailed or delivered, to each party hereto, at its address, facsimile number or email set forth under
its name on Schedule III hereto or at such other address, facsimile number or email address as shall be designated by such party
in a written notice to the other parties hereto. Notices and communications by facsimile or email shall be effective when sent receipt
confirmed by electronic or other means (such as by the “return receipt requested” function, as available, return electronic
mail or other acknowledgement), and notices and communications sent by other means shall be effective when received.


 


SECTION 12.03. Assignability;
Addition of Lenders.


 


(a)              
Assignment by Lenders. Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of its rights
and obligations under this Agreement (including all or a portion of its Commitment and any Loan or interests therein owned by it); provided,
however that:


 


(i)                
except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require
the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed; provided, however,
that such consent shall not be required if an Event of Default has occurred and is continuing);


 


(ii)             
each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement;


 


(iii)             
the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement
with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s
Commitment; and


 


(iv)             
 the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in
the Register, an Assignment and Acceptance Agreement.


 






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Upon such execution, delivery,
acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder
shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant
to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall,
to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such
rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering
all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be
a party hereto).


 


(b)              
Register. The Administrative Agent shall, acting solely for this purpose as an agent of the Borrower, maintain at its address
referred to on Schedule III of this Agreement (or such other address of the Administrative Agent notified by the Administrative
Agent to the other parties hereto) a copy of each Assignment and Acceptance Agreement delivered to and accepted by it and a register for
the recordation of the names and addresses of the Lenders, the Commitment of each Lender and the aggregate outstanding Principal (and
stated interest) of the Loans of each Lender from time to time (the “Register”). The entries in the Register shall
be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Servicer, the Administrative Agent, the Lenders,
and the other Credit Parties shall treat each Person whose name is recorded in the Register pursuant to the terms of this Agreement as
a Lender under this Agreement for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, the
Servicer, or any Lender at any reasonable time and from time to time upon reasonable prior notice.


 


(c)              
Procedure. Upon its receipt of an Assignment and Acceptance Agreement executed and delivered by an assigning Lender and
an Eligible Assignee or assignee Lender, the Administrative Agent shall, if such Assignment and Acceptance Agreement has been duly completed,
(i) accept such Assignment and Acceptance Agreement, (ii) record the information contained therein in the Register and (iii) give prompt
notice thereof to the Borrower and the Servicer.


 


(d)              
Participations. Each Lender may sell participations to one or more Eligible Assignees (each, a “Participant”)
in or to all or a portion of its rights and/or obligations under this Agreement (including all or a portion of its Commitment and the
interests in the Loans owned by it); provided, however, that:


 


(i)                
such Lender’s obligations under this Agreement (including its Commitment to the Borrower hereunder) shall remain unchanged,
and


 


(ii)               
such Lender shall remain solely responsible to the other parties to this Agreement for the performance of such obligations.


 






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The Administrative
Agent, the Lenders, the Borrower and the Servicer shall have the right to continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement. The Borrower agrees that each Participant shall be
entitled to the benefits of Sections 5.01 and 5.03 (subject to the requirements and limitations therein, including the requirements
under Section 5.03(f) (it being understood that the documentation required under Section 5.03(f) shall be delivered to the
participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause
(b) of this Section; provided that such Participant shall not be entitled to receive any greater payment under Section 5.01 or
5.03, with respect to any participation, than its participating Lender would have been entitled to receive, 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.


 


(e)              
Participant Register. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent
of the Borrower, 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 Loans or other obligations under this Agreement (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity
of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under
any this Agreement) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan 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.


 


(f)               
Assignments by Administrative Agents. This Agreement and the rights and obligations of the Administrative Agent herein shall
be assignable by the Administrative Agent or such Lender, and its successors and assigns; provided that in the case of an assignment
to a Person that is not an Affiliate of the Administrative Agent a Lender, so long as no Event of Default has occurred and is continuing,
such assignment shall require the Borrower’s consent (not to be unreasonably withheld, conditioned or delayed).


 


(g)              
Assignments by the Borrower or the Servicer. Neither the Borrower nor, except as provided in Section 8.01, the Servicer
may assign any of its respective rights or obligations hereunder or any interest herein without the prior written consent of the Administrative
Agent and each Lender (such consent to be provided or withheld in the sole discretion of such Person).


 


(h)              
Addition of Lenders. The Borrower may, with written notice to the Administrative Agent and each Lender, add additional Persons
as Lenders or cause an existing Lender to increase its Commitment; provided, however, that the Commitment of any existing
Lender may only be increased with the prior written consent of such Lender. Each new Lender shall become a party hereto, by executing
and delivering to the Administrative Agent and the Borrower, an assumption agreement (each, an “Assumption Agreement”)
in the form of Exhibit D hereto.


 






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(i)                
 Pledge to a Federal Reserve Bank. Notwithstanding anything to the contrary set forth herein, (i) any Lender or any of their
respective Affiliates may at any time pledge or grant a security interest in all or any portion of its interest in, to and under this
Agreement (including rights to payment of Principal and Interest) and any other Transaction Document to secure its obligations to a Federal
Reserve Bank, without notice to or the consent of the Borrower, the Servicer, any Affiliate thereof or any Credit Party; provided,
however, that that no such pledge shall relieve such assignor of its obligations under this Agreement.


 


SECTION 12.04. Costs and
Expenses. In addition to the rights of indemnification granted under Section 11.01 hereof, the Borrower agrees to pay on demand
all reasonable and documented out-of-pocket costs and expenses in connection with the preparation, negotiation, execution, delivery and
administration of this Agreement and the other Transaction Documents (together with all amendments, restatements, supplements, consents
and waivers, if any, from time to time hereto and thereto), including (i) the reasonable and documented Attorney Costs for the Administrative
Agent and the other Credit Parties and any of their respective Affiliates with respect thereto and with respect to advising the Administrative
Agent and the other Credit Parties and their respective Affiliates as to their rights and remedies under this Agreement and the other
Transaction Documents and (ii) reasonable and documented accountants’, auditors’ and consultants’ fees and expenses
for the Administrative Agent and the other Credit Parties and any of their respective Affiliates and agents incurred in connection with
the administration and maintenance of this Agreement or advising the Administrative Agent or any other Credit Party as to their rights
and remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction Document.
In addition, the Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses (including reasonable and documented
Attorney Costs), of the Administrative Agent and the other Credit Parties and their respective Affiliates, incurred in connection with
the enforcement of any of their respective rights or remedies under the provisions of this Agreement and the other Transaction Documents.


 


SECTION 12.05. No Proceedings;
Limitation on Payments.


 


(a)              
Each of the Servicer, each Lender and each assignee of a Loan or any interest therein, hereby covenants and agrees that it will
not institute against, or join any other Person in instituting against, the Borrower any Insolvency Proceeding until one year and one
day after the Final Payout Date; provided, that the Administrative Agent may take any such action in its sole discretion following
the occurrence of an Event of Default. The provisions of this Section 12.05 shall survive any termination of this Agreement.


 






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SECTION 12.06. Confidentiality.


 


(a)               Each
of the Borrower and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this
Agreement or the Fee Letter (including any fees payable in connection with this Agreement, the Fee Letter or any other Transaction
Document or the identity of the Administrative Agent or any other Credit Party), except as the Administrative Agent and each Lender
may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such
information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other
than as a result of a disclosure by or through the Borrower, the Servicer or their Advisors and Representatives or (iii) to the
extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any
Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Borrower
and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law)
notify the Administrative Agent and the affected Credit Party of its intention to make any such disclosure prior to making such
disclosure. Each of the Borrower and the Servicer agrees to be responsible for any breach of this Section by its Representatives and
Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and
shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Borrower, the
Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal
amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrative
Agent shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and
provide comment thereon; and provided, further, that no such press release shall name or otherwise identify the
Administrative Agent, any other Credit Party or any of their respective Affiliates without such Person’s prior written consent
(such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Borrower consents to the
publication by the Administrative Agent or any other Credit Party of a tombstone or similar advertising material relating to the
financing transactions contemplated by this Agreement.


 


(b)              
Each of the Administrative Agent and each other Credit Party, severally and with respect to itself only, agrees to hold in confidence,
and not disclose to any Person, any confidential and proprietary information concerning the Borrower, the Servicer and their respective
Affiliates and their businesses or the terms of this Agreement (including any fees payable in connection with this Agreement or the other
Transaction Documents), except as the Borrower or the Servicer may have consented to in writing prior to any proposed disclosure; provided,
however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to its assignees and Participants
and potential assignees and Participants and their respective counsel if they agree in writing to hold it confidential, (iii) to the extent
such information has become available to the public other than as a result of a disclosure by or through it or its Representatives or
Advisors, (iv) at the request of a bank examiner or other regulatory authority or in connection with an examination of any of the Administrative
Agent or any Lender or their respective Affiliates or (v) to the extent it should be (A) required by Applicable Law, or in connection
with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided,
that, in the case of clause (v) above, the Administrative Agent and each Lender will use reasonable efforts to maintain confidentiality
and will (unless otherwise prohibited by Applicable Law) notify the Borrower and the Servicer of its making any such disclosure as promptly
as reasonably practicable thereafter. Each of the Administrative Agent and each Lender, severally and with respect to itself only, agrees
to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors
will be advised by it of the confidential nature of such information and shall agree to comply with this Section.


 


(c)               As
used in this Section, (i) “Advisors” means, with respect to any Person, such Person’s accountants,
attorneys and other confidential advisors and (ii) “Representatives” means, with respect to any Person, such
Person’s Affiliates, Subsidiaries, directors, managers, officers, employees, members, investors, financing sources, insurers,
professional advisors, representatives and agents; provided that such Persons shall not be deemed to Representatives of a
Person unless (and solely to the extent that) confidential information is furnished to such Person.


 






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(d)              
Notwithstanding the foregoing, to the extent not inconsistent with applicable securities laws, each party hereto (and each of its
employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and
tax structure (as defined in Section 1.6011-4 of the Treasury Regulations) of the transactions contemplated by the Transaction Documents
and all materials of any kind (including opinions or other tax analyses) that are provided to such Person relating to such tax treatment
and tax structure.


 


SECTION 12.07. GOVERNING
LAW. THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT
REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF, EXCEPT TO THE EXTENT THAT THE PERFECTION, THE EFFECT OF PERFECTION OR PRIORITY
OF THE INTERESTS OF ADMINISTRATIVE AGENT OR ANY LENDER IN THE COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE
OF NEW YORK).


 


SECTION 12.08. Execution
in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be
an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart hereof
by facsimile or other electronic means shall be equally effective as delivery of an originally executed counterpart. The words “execution”,
 “executed”, “signed”, “signature”, and words of like import in this Agreement and the other Transaction
Documents shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent
and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York
State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 


SECTION 12.09. Integration;
Binding Effect; Survival of Termination. This Agreement and the other Transaction Documents contain the final and complete integration
of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among
the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall
create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and
effect until the Final Payout Date; provided, however, that the provisions of Sections 4.01, 4.03, 10.04,
10.06, 11.01, 11.02, 12.04, 12.05, 12.06, 12.09, 12.11 and 12.13 shall
survive any termination of this Agreement.


 






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SECTION 12.10. CONSENT
TO JURISDICTION. (a) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO (I) WITH RESPECT TO THE BORROWER AND THE SERVICER, THE
EXCLUSIVE JURISDICTION, AND (II) WITH RESPECT TO EACH OF THE OTHER PARTIES HERETO, THE NON-EXCLUSIVE JURISDICTION, IN EACH CASE, OF
ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING (I) IF BROUGHT BY THE BORROWER, THE SERVICER OR ANY AFFILIATE THEREOF, SHALL BE HEARD AND DETERMINED, AND (II)
IF BROUGHT BY ANY OTHER PARTY TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, MAY BE HEARD AND DETERMINED, IN EACH CASE, IN
SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. NOTHING IN THIS SECTION 12.10 SHALL
AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR THE
SERVICER OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. EACH OF THE BORROWER AND THE SERVICER HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


 


(b)              
EACH OF THE BORROWER AND THE SERVICER CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
OF COPIES OF SUCH PROCESS TO IT AT ITS ADDRESS SPECIFIED IN SECTION 12.02. NOTHING IN THIS SECTION 12.10 SHALL AFFECT THE
RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


SECTION 12.11. WAIVER OF
JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.


 


SECTION 12.12. Ratable
Payments. If any Credit Party, whether by setoff or otherwise, has payment made to it with respect to any Borrower Obligations in
a greater proportion than that received by any other Credit Party entitled to receive a ratable share of such Borrower Obligations, such
Credit Party agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Borrower Obligations held
by the other Credit Parties so that after such purchase each Credit Party will hold its ratable proportion of such Borrower Obligations;
provided that if all or any portion of such excess amount is thereafter recovered from such Credit Party, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but without interest.


 






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SECTION 12.13. Limitation
of Liability.


 


(a)              
No claim may be made by the Borrower or any Affiliate thereof or any other Person against any Credit Party or their respective
Affiliates, members, directors, officers, employees, incorporators, attorneys or agents for any special, indirect, consequential or punitive
damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions
contemplated by this Agreement or any other Transaction Document, or any act, omission or event occurring in connection herewith or therewith;
and each of the Borrower and the Servicer hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether
or not accrued and whether or not known or suspected to exist in its favor. None of the Credit Parties and their respective Affiliates
shall have any liability to the Borrower or any Affiliate thereof or any other Person asserting claims on behalf of or in right of the
Borrower or any Affiliate thereof in connection with or as a result of this Agreement or any other Transaction Document or the transactions
contemplated hereby or thereby, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Borrower
or any Affiliate thereof result from the breach of contract, gross negligence or willful misconduct of such Credit Party in performing
its duties and obligations hereunder and under the other Transaction Documents to which it is a party.


 


(b)              
The obligations of the Administrative Agent and each of the other Credit Parties under this Agreement and each of the Transaction
Documents are solely the corporate obligations of such Person. No recourse shall be had for any obligation or claim arising out of or
based upon this Agreement or any other Transaction Document against any member, director, officer, employee or incorporator of any such
Person.


 


SECTION 12.14. Intent of
the Parties. The Borrower has structured this Agreement with the intention that the Loans and the obligations of the Borrower hereunder
will be treated under United States federal, and applicable state and local, tax law as debt (the “Intended Tax Treatment”).
The Borrower, the Servicer, the Administrative Agent and the other Credit Parties agree to file no tax return, or take any action, inconsistent
with the Intended Tax Treatment unless required by law. Each assignee and each Participant acquiring an interest in a Credit Extension,
by its acceptance of such assignment or participation, agrees to comply with the immediately preceding sentence.


 


SECTION 12.15. USA
Patriot Act. Each of the Administrative Agent and each of the other Credit Parties hereby notifies the Borrower and the Servicer
that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the
 “PATRIOT Act”), the Administrative Agent and the other Credit Parties may be required to obtain, verify and
record information that identifies the Borrower, the Originators, the Servicer and the Performance Guarantors, which information
includes the name, address, tax identification number and other information regarding the Borrower, the Originators, the Servicer
and the Performance Guarantors that will allow the Administrative Agent and the other Credit Parties to identify the Borrower, the
Originators, the Servicer and the Performance Guarantors in accordance with the PATRIOT Act. This notice is given in accordance with
the requirements of the PATRIOT Act. Each of the Borrower and the Servicer agrees to provide the Administrative Agent and each other
Credit Parties, from time to time, with all documentation and other information required by bank regulatory authorities under
 “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.


 






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SECTION 12.16. Right of
Setoff. Each Credit Party is hereby authorized (in addition to any other rights it may have), at any time during the continuance of
an Event of Default, to setoff, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly
waived) any deposits and any other indebtedness held or owing by such Credit Party (including by any branches or agencies of such Credit
Party) to, or for the account of, the Borrower or the Servicer against amounts owing by the Borrower or the Servicer hereunder (even if
contingent or unmatured); provided that such Credit Party shall notify the Borrower or the Servicer, as applicable, promptly following
such setoff.


 


SECTION 12.17. Severability.
Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


SECTION 12.18. Mutual Negotiations.
This Agreement and the other Transaction Documents are the product of mutual negotiations by the parties thereto and their counsel, and
no party shall be deemed the draftsperson of this Agreement or any other Transaction Document or any provision hereof or thereof or to
have provided the same. Accordingly, in the event of any inconsistency or ambiguity of any provision of this Agreement or any other Transaction
Document, such inconsistency or ambiguity shall not be interpreted against any party because of such party’s involvement in the
drafting thereof.


 


SECTION 12.19. Captions
and Cross References. The various captions (including the table of contents) in this Agreement are provided solely for convenience
of reference and shall not affect the meaning or interpretation of any provision of this Agreement. Unless otherwise indicated, references
in this Agreement to any Section, Schedule or Exhibit are to such Section Schedule or Exhibit to this Agreement, as the case may be, and
references in any Section, subsection, or clause to any subsection, clause or subclause are to such subsection, clause or subclause of
such Section, subsection or clause.


 


[Signature Pages Follow]


 






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IN WITNESS WHEREOF, the parties
have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.


 


	 	EVOQUA FINANCE LLC 
	 	 
	 	By: 	/s/ Ariel Kuperminc
	 	Name: Ariel Kuperminc
	 	Title:   Assistant Treasurer
	 	 
	 	EVOQUA WATER TECHNOLOGIES LLC,
	 	as the Servicer
	 	 
	 	By:	 /s/ Ariel Kuperminc
	 	Name: Ariel Kuperminc
	 	Title: Assistant Treasurer
	 	 
	 	By: 	/s/ Benedict J. Stas
	 	Name: Benedict J. Stas
	 	Title: Executive Vice President, Chief Financial Officer and Treasurer



 


Receivables Financing
Agreement


 









     


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as Administrative Agent
	 	 
	 	By: 	/s/ Imad Naja
	 	Name: Imad Naja
	 	Title:   Senior Vice President
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 
	 	By:	 /s/ Imad Naja
	 	Name: Imad Naja
	 	Title: Senior Vice President
	 	 
	 	PNC CAPITAL MARKETS LLC,
	 	as Structuring Agent
	 	 
	 	By: 	/s/ Imad Naja
	 	Name: Imad Naja
	 	Title: Managing Director


 


Receivables Financing Agreement