EX-10.1





 Exhibit 10.1 

EXECUTION VERSION 
 THIRD AMENDMENT

 THIRD AMENDMENT, dated as of November 20, 2020 (this “Amendment”), to the Sixth Amended and Restated Credit
Agreement, dated as of February 7, 2019 (as amended by the First Amendment, dated as of March 13, 2020, the Second Amendment, dated as of April 17, 2020, and as further amended, supplemented or otherwise modified from time to time
prior to the date hereof, the “Credit Agreement”), among CONMED Corporation, a Delaware corporation (the “Parent Borrower”), the Foreign Subsidiary Borrowers (as defined therein) from time to time parties thereto,
the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

 W I T N E S S E T H 

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the
Borrowers; 
 WHEREAS, the Parent Borrower has further requested that the Credit Agreement be amended as set forth herein; and 

WHEREAS, Lenders constituting all of the Lenders under the Credit Agreement are willing to agree to this Amendment on the terms set forth
herein. 
 NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows: 

SECTION 1. Capitalized Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them
in the Credit Agreement. 
 SECTION 2. Amendments. Pursuant to Section 10.1 of the Credit Agreement, effective as of the
Third Amendment Effective Date, the Credit Agreement (excluding the Schedules and Exhibits thereto, which shall continue to be the Schedules and Exhibits under the Credit Agreement) is hereby amended to delete the stricken text (indicated textually
in the same manner as the following example: stricken text) and to add the double-underlined text (indicated
textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex I hereto. 
 SECTION
3. Conditions to Effectiveness of Amendment. The amendments set forth in this Amendment shall become effective on the date (the “Third Amendment Effective Date”) on which the following conditions precedent have been
satisfied: 
 (a) The Administrative Agent shall have received this Amendment executed and delivered by the Administrative Agent, the Parent
Borrower, each Foreign Subsidiary Borrower party to the Credit Agreement on the Third Amendment Effective Date and Lenders constituting all of the Lenders under the Credit Agreement. 

(b) The Administrative Agent shall have received all fees and (to the extent invoiced at least two Business Days prior to the Third Amendment
Effective Date) all reasonable and documented expenses required to be paid on or before the Third Amendment Effective Date pursuant to the Credit Agreement and this Amendment (including the reasonable and documented fees and expenses of one legal
counsel pursuant to Section 6 below). 












 SECTION 4. Representations and Warranties. Each Borrower hereby represents and
warrants that (a) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is, after giving effect to this Amendment, true and correct in all material respects (or in all respects if qualified by
materiality) on and as of the Third Amendment Effective Date as if made on and as of the Third Amendment Effective Date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such
representations and warranties were true and correct in all material respects (or in all respects if qualified by materiality) as of such earlier date and (b) after giving effect to this Amendment, no Default or Event of Default has occurred
and is continuing. 
 SECTION 5. Effects on Credit Documents. (a) Except as expressly set forth herein, this Amendment
shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in
all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Parent Borrower or any Foreign Subsidiary Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. 

(b) On and after the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. This Amendment shall
constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. 
 SECTION
6. Expenses. The Parent Borrower agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses incurred in connection with this Amendment, including the reasonable and documented fees, charges and
disbursements of one counsel for the Administrative Agent. 
 SECTION 7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

SECTION 8. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other electronic transmission (e.g., “pdf” or
“tif” and including by means of any electronic signature) shall be as effective as delivery of a manually executed counterpart hereof. A set of the copies of this Amendment signed by all the parties shall be lodged with the Parent Borrower
and the Administrative Agent. 
 SECTION 9. Headings. The Section headings used in this Amendment are for convenience of
reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 
 [Remainder of
page intentionally left blank] 
  












 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective proper and duly authorized officers as of the day and year first above written. 
  

			
	CONMED CORPORATION,
	as the Parent Borrower
		
	By:	 	 /s/ Daniel S. Jonas

	Name:	 	Daniel S. Jonas
	Title:	 	Executive Vice President – Legal Affairs, General Counsel & Secretary
	
	 LINVATEC NEDERLAND B.V.,
 as a
Foreign Subsidiary Borrower

		
	By:	 	 /s/ Johonna Pelletier

	Name:	 	Johonna Pelletier
	Title:	 	Director


 [Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement] 












 
			
	JPMorgan Chase Bank, N.A.,
	as Administrative Agent and a Lender
		
	By:	 	 /s/ Judith L. Marsh

	Name:	 	Judith L. Marsh
	Title:	 	Authorized Officer


 [Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement] 












 
			
	BANK OF AMERICA, N.A.
	as a Lender
		
	By:	 	 /s/ Thomas C. Strasenburgh

	Name:	 	Thomas C. Strasenburgh
	Title:	 	Senior Vice President


 [Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement] 












 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	as a Lender
		
	By:	 	 /s/ Jonathan Antonio

	Name:	 	Jonathan Antonio
	Title:	 	Director


 [Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement] 












 
			
	DNB CAPITAL LLC,
	as a Lender
		
	By:	 	 /s/ Mita Zalavadia

	Name:	 	Mita Zalavadia
	Title:	 	Assistant Vice President
		
	By:	 	 /s/ Ahelia Singh

	Name:	 	Ahelia Singh
	Title:	 	Assistant Vice President


 [Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement] 












 
			
	MUFG BANK, LTD.,
	as a Lender
		
	By:	 	 /s/ Yao Wong

	Name:	 	Yao Wong
	Title:	 	Vice President


 [Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement] 












 
			
	CAPITAL ONE, NATIONAL ASSOCIATION
	as a Lender
		
	By:	 	 /s/ Karen M. Dahlquist

	Name:	 	Karen M. Dahlquist
	Title:	 	Duly Authorized Signatory


 [Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement] 












 
			
	TRUIST BANK, AS SUCCESSOR BY MERGER TO SUNTRUST BANK,
	as a Lender
		
	By:	 	 /s/ Katherine Bass

	Name:	 	Katherine Bass
	Title:	 	Director


 [Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement] 












 
			
	BARCLAYS BANK PLC,
	as a Lender
		
	By:	 	 /s/ Edward Pan

	Name:	 	Edward Pan
	Title:	 	Associate


 [Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement] 












 
			
	CITIZENS BANK, N.A.,
	as a Lender
		
	By:	 	 /s/ Mark Guyeski

	Name:	 	Mark Guyeski
	Title:	 	Vice President


 [Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement] 












 
			
	HSBC BANK USA, N.A.
	as a Lender
		
	By:	 	 /s/ Kyle Patterson

	Name:	 	Kyle Patterson
	Title:	 	Senior Vice President


 [Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement] 












 
			
	TD BANK, N.A.
	as a Lender
		
	By:	 	 /s/ Vijay Prasad

	Name:	 	Vijay Prasad
	Title:	 	Senior Vice President


 [Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement] 












 
			
	HANCOCK WHITNEY BANK
	as a Lender
		
	By:	 	 /s/ Brent Michell

	Name:	 	Brent Michell
	Title:	 	Vice President


 [Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement] 












 
			
	REGIONS BANK
	as a Lender
		
	By:	 	 /s/ Jay Gorman

	Name:	 	Jay Gorman
	Title:	 	Director


 [Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement] 












 
			
	MANUFACTURERS AND TRADERS TRUST COMPANY
	as a Lender
		
	By:	 	 /s/ Peter T. Baildon

	Name:	 	Peter T. Baildon
	Title:	 	Vice President


 [Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement] 












 Annex I 

[Credit Agreement] 












 EXECUTION
VERSIONANNEX I 

 
  

 
 SIXTH AMENDED AND RESTATED CREDIT
AGREEMENT 
 among 
 CONMED
CORPORATION, 
 as Parent Borrower, 

The Foreign Subsidiary Borrowers From Time to Time Parties Hereto, 

The Several Lenders from Time to Time Parties Hereto, 

and 
 JPMORGAN CHASE BANK, N.A.,

 as Administrative Agent 

Dated as of February 7, 2019 
  

 
  

JPMORGAN CHASE BANK, N.A., 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 

WELLS FARGO SECURITIES, LLC 
 and

 BARCLAYS BANK PLC, 
 as Joint
Lead Arrangers and Joint Bookrunners 
 BANK OF AMERICA, N.A. 

and 
 WELLS FARGO BANK, NATIONAL
ASSOCIATION, 
 as Co-Syndication Agents 

BARCLAYS BANK PLC, 
 CAPITAL ONE,
N.A., 
 DNB BANK ASA NEW YORK BRANCH, 

MUFG BANK, LTD. 
 and 

SUNTRUST BANK, 
 as Co-Documentation
Agents 












 Table of Contents 

 

							
	 	 	 	  	Page	 
	 ARTICLE I. DEFINITIONS
	  	 	1	 
			
	 SECTION 1.1
	 	Defined Terms	  	 	1	 
	 SECTION 1.2
	 	Other Definitional Provisions	  	 	3846	 
	 SECTION 1.3
	 	Exchange Rates	  	 	3947	 
	 SECTION 1.4
	 	Interest Rates; LIBOR Notification.	  	 	3947	 
		
	 ARTICLE II. AMOUNT AND TERMS OF COMMITMENTS
	  	 	4048	 
			
	 SECTION 2.1
	 	Term Loan Commitments	  	 	4048	 
	 SECTION 2.2
	 	Procedure for Term Loan Borrowing	  	 	4048	 
	 SECTION 2.3
	 	Repayment of Term Loans	  	 	4149	 
	 SECTION 2.4
	 	Revolving Credit Commitments	  	 	4250	 
	 SECTION 2.5
	 	Procedure for Revolving Credit Borrowing	  	 	4351	 
	 SECTION 2.6
	 	Swingline Commitment	  	 	4452	 
	 SECTION 2.7
	 	Procedure for Swingline Borrowing; Refunding of Swingline Loans	  	 	4452	 
	 SECTION 2.8
	 	Repayment of Loans	  	 	4653	 
	 SECTION 2.9
	 	Commitment Fees, etc.	  	 	4654	 
	 SECTION 2.10
	 	Termination or Reduction of Revolving Credit Commitments	  	 	4754	 
	 SECTION 2.11
	 	Optional Prepayments	  	 	4755	 
	 SECTION 2.12
	 	Mandatory Prepayments and Commitment Reductions	  	 	4855	 
	 SECTION 2.13
	 	Conversion and Continuation Options	  	 	4957	 
	 SECTION 2.14
	 	Limitations on Eurocurrency Tranches	  	 	5058	 
	 SECTION 2.15
	 	Interest Rates and Payment Dates	  	 	5058	 
	 SECTION 2.16
	 	Computation of Interest and Fees	  	 	5159	 
	 SECTION 2.17
	 	Inability to Determine Interest Rate	  	 	5159	 
	 SECTION 2.18
	 	Pro Rata Treatment and Payments	  	 	5363	 
	 SECTION 2.19
	 	Requirements of Law	  	 	5464	 
	 SECTION 2.20
	 	Taxes	  	 	5666	 
	 SECTION 2.21
	 	Indemnity	  	 	5969	 
	 SECTION 2.22
	 	Illegality	  	 	5970	 
	 SECTION 2.23
	 	Change of Lending Office	  	 	6070	 
	 SECTION 2.24
	 	Replacement of Lenders under Certain Circumstances	  	 	6071	 
	 SECTION 2.25
	 	Foreign Subsidiary Borrowers	  	 	6171	 
	 SECTION 2.26
	 	Parent Borrower as Agent for Foreign Subsidiary Borrowers	  	 	6172	 
	 SECTION 2.27
	 	Defaulting Lenders	  	 	6272	 
	 SECTION 2.28
	 	Incremental Facilities	  	 	6374	 
		
	 ARTICLE III. LETTERS OF CREDIT
	  	 	6575	 
			
	 SECTION 3.1
	 	L/C Commitment	  	 	6575	 
	 SECTION 3.2
	 	Procedure for Issuance of Letters of Credit	  	 	6576	 
	 SECTION 3.3
	 	Commissions, Fees and Other Charges	  	 	6576	 
	 SECTION 3.4
	 	L/C Participations	  	 	6676	 
	 SECTION 3.5
	 	Reimbursement Obligation of the Borrowers	  	 	6777	 
	 SECTION 3.6
	 	Obligations Absolute	  	 	6777	 
	 SECTION 3.7
	 	Letter of Credit Payments	  	 	6778	 


  
 -i- 














							
	 	 	 	  	Page	 
	 SECTION 3.8
	 	Applications	  	 	6878	 
	 SECTION 3.9
	 	Transitional Provisions	  	 	6878	 
	 SECTION 3.10
	 	Cash Collateralization	  	 	6878	 
	 SECTION 3.11
	 	Currency Adjustments	  	 	6878	 
		
	 ARTICLE IV. REPRESENTATIONS AND WARRANTIES
	  	 	6879	 
			
	 SECTION 4.1
	 	Financial Condition	  	 	6879	 
	 SECTION 4.2
	 	No Change	  	 	6980	 
	 SECTION 4.3
	 	Corporate Existence; Compliance with Law	  	 	6980	 
	 SECTION 4.4
	 	Corporate Power; Authorization; Enforceable Obligations	  	 	7080	 
	 SECTION 4.5
	 	No Legal Bar	  	 	7080	 
	 SECTION 4.6
	 	No Material Litigation	  	 	7081	 
	 SECTION 4.7
	 	No Default	  	 	7081	 
	 SECTION 4.8
	 	Ownership of Property; Liens	  	 	7081	 
	 SECTION 4.9
	 	Intellectual Property	  	 	7181	 
	 SECTION 4.10
	 	Taxes	  	 	7181	 
	 SECTION 4.11
	 	Federal Regulations	  	 	7181	 
	 SECTION 4.12
	 	Labor Matters	  	 	7181	 
	 SECTION 4.13
	 	ERISA	  	 	7182	 
	 SECTION 4.14
	 	Investment Company Act; Other Regulations	  	 	7282	 
	 SECTION 4.15
	 	Subsidiaries	  	 	7282	 
	 SECTION 4.16
	 	Use of Proceeds	  	 	7282	 
	 SECTION 4.17
	 	Environmental Matters	  	 	7283	 
	 SECTION 4.18
	 	Accuracy of Information, etc.	  	 	7383	 
	 SECTION 4.19
	 	Security Documents	  	 	7484	 
	 SECTION 4.20
	 	Solvency	  	 	7484	 
	 SECTION 4.21
	 	Anti-Corruption Laws and Sanctions	  	 	7484	 
	 SECTION 4.22
	 	Foreign Subsidiary Borrowers	  	 	7485	 
	 SECTION 4.23
	 	EEA Financial Institutions	  	 	7586	 
		
	 ARTICLE V. CONDITIONS PRECEDENT
	  	 	7686	 
			
	 SECTION 5.1
	 	Conditions to the Effectiveness of this Agreement	  	 	7686	 
	 SECTION 5.2
	 	Conditions to Each Extension of Credit	  	 	7888	 
	 SECTION 5.3
	 	Conditions to Initial Loan to Each Foreign Subsidiary Borrower	  	 	7888	 
	 SECTION 5.4
	 	Conditions to each Delayed Draw Term Loan	  	 	8090	 
		
	 ARTICLE VI. AFFIRMATIVE COVENANTS
	  	 	8293	 
			
	 SECTION 6.1
	 	Financial Statements	  	 	8293	 
	 SECTION 6.2
	 	Certificates; Other Information	  	 	8393	 
	 SECTION 6.3
	 	Payment of Obligations	  	 	8495	 
	 SECTION 6.4
	 	Conduct of Business and Maintenance of Existence, etc.	  	 	8495	 
	 SECTION 6.5
	 	Maintenance of Property; Insurance	  	 	8595	 
	 SECTION 6.6
	 	Inspection of Property; Books and Records; Discussions	  	 	8596	 
	 SECTION 6.7
	 	Notices	  	 	8596	 
	 SECTION 6.8
	 	Environmental Laws	  	 	8696	 
	 SECTION 6.9
	 	Additional Collateral, etc.	  	 	8697	 
	 SECTION 6.10
	 	Additional Covenants Relating to Collateral	  	 	8899	 
	 SECTION 6.11
	 	Post-Closing Covenant	  	 	8999	 


  
 -ii- 














							
	 	 	 	  	Page	 
	 ARTICLE VII. NEGATIVE COVENANTS
	  	 	8999	 
			
	 SECTION 7.1
	 	Financial Condition Covenants	  	 	89100	 
	 SECTION 7.2
	 	Limitation on Indebtedness	  	 	91102	 
	 SECTION 7.3
	 	Limitation on Liens	  	 	93105	 
	 SECTION 7.4
	 	Limitation on Fundamental Changes	  	 	96107	 
	 SECTION 7.5
	 	Limitation on Sale of Assets	  	 	97109	 
	 SECTION 7.6
	 	Limitation on Restricted Payments	  	 	98110	 
	 SECTION 7.7
	 	[Reserved]	  	 	99111	 
	 SECTION 7.8
	 	Limitation on Investments, Loans and Advances	  	 	99111	 
	 SECTION 7.9
	 	Limitation on Optional Payments and Modifications of Debt Instruments, etc.	  	 	101112	 
	 SECTION 7.10
	 	Limitation on Transactions with Affiliates	  	 	102113	 
	 SECTION 7.11
	 	Limitation on Sales and Leasebacks	  	 	102114	 
	 SECTION 7.12
	 	Limitation on Changes in Fiscal Periods	  	 	102114	 
	 SECTION 7.13
	 	Limitation on Negative Pledge Clauses	  	 	102114	 
	 SECTION 7.14
	 	Limitation on Restrictions on Subsidiary Distributions	  	 	103114	 
	 SECTION 7.15
	 	Limitation on Lines of Business	  	 	103114	 
	 SECTION 7.16
	 	Limitation on Use of Proceeds	  	 	103115	 
		
	 ARTICLE VIII. EVENTS OF DEFAULT
	  	 	103115	 
		
	 ARTICLE IX. THE ADMINISTRATIVE AGENT
	  	 	106118	 
			
	 SECTION 9.1
	 	Appointment	  	 	106118	 
	 SECTION 9.2
	 	Delegation of Duties	  	 	107118	 
	 SECTION 9.3
	 	Exculpatory Provisions	  	 	107118	 
	 SECTION 9.4
	 	Reliance by Administrative Agent	  	 	107119	 
	 SECTION 9.5
	 	Notice of Default	  	 	107119	 
	 SECTION 9.6
	 	Non-Reliance on Administrative Agent and Other Lenders	  	 	108119	 
	 SECTION 9.7
	 	Indemnification	  	 	108120	 
	 SECTION 9.8
	 	Administrative Agent in Its Individual Capacity	  	 	109120	 
	 SECTION 9.9
	 	Successor Administrative Agents	  	 	109120	 
	 SECTION 9.10
	 	Authorization to Release Liens	  	 	109121	 
	 SECTION 9.11
	 	No Other Duties	  	 	109121	 
		
	 ARTICLE X. MISCELLANEOUS
	  	 	109121	 
			
	 SECTION 10.1
	 	Amendments and Waivers	  	 	109121	 
	 SECTION 10.2
	 	Notices	  	 	111123	 
	 SECTION 10.3
	 	No Waiver; Cumulative Remedies	  	 	112124	 
	 SECTION 10.4
	 	Survival of Representations and Warranties	  	 	112124	 
	 SECTION 10.5
	 	Payment of Expenses	  	 	112124	 
	 SECTION 10.6
	 	Successors and Assigns; Participations and Assignments	  	 	114125	 
	 SECTION 10.7
	 	Adjustments; Set-off	  	 	117129	 
	 SECTION 10.8
	 	Counterparts	  	 	118129	 
	 SECTION 10.9
	 	Severability	  	 	118129	 
	 SECTION 10.10
	 	Integration	  	 	118130	 
	 SECTION 10.11
	 	GOVERNING LAW	  	 	118130	 
	 SECTION 10.12
	 	Submission To Jurisdiction; Waivers	  	 	118130	 
	 SECTION 10.13
	 	Acknowledgements	  	 	119130	 


  
 -iii- 














							
	 	 	 	  	Page	 
	 SECTION 10.14
	 	WAIVERS OF JURY TRIAL	  	 	119131	 
	 SECTION 10.15
	 	PATRIOT Act	  	 	119131	 
	 SECTION 10.16
	 	Confidentiality	  	 	119131	 
	 SECTION 10.17
	 	Releases	  	 	120132	 
	 SECTION 10.18
	 	Delivery of Signature Pages	  	 	121132	 
	 SECTION 10.19
	 	Judgment Currency	  	 	121133	 
	 SECTION 10.20
	 	No Novation	  	 	122133	 
	 SECTION 10.21
	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	  	 	122134	 
	 SECTION 10.22
	 	ERISA Matters	  	 	122134	 
	 SECTION 10.23
	 	Acknowledgement Regarding Any Supported QFCs.	  	 	123135	 


  
 -iv- 














			
	SCHEDULES:
		
	1.1A	  	Commitments
	4.1	  	Guarantee Obligations of CONMED; Disposition of Assets
	4.4	  	Consents, Authorizations, Filings and Notices
	4.6	  	Litigation
	4.9	  	Intellectual Property
	4.15	  	Subsidiaries
	4.19	  	UCC Filing Jurisdictions
	7.2(e)	  	Existing Indebtedness
	7.3(f)	  	Existing Liens
	
	EXHIBITS:
		
	A-1	  	Form of Guarantee and Collateral Agreement, as amended
	A-2	  	Form of Reaffirmation Agreement
	B	  	Form of Compliance Certificate
	C	  	Form of Closing Certificate
	D	  	Form of Solvency Certificate
	E	  	Form of Assignment and Assumption
	F	  	Forms of Exemption Certificates
	G	  	Form of Increased Facility Activation Notice
	H	  	Form of New Lender Supplement
	I	  	Form of Foreign Subsidiary Borrower Joinder Agreement


  
 -v- 













 SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of
February 7, 2019, among CONMED CORPORATION, a New
YorkDelaware corporation (the “Parent
Borrower”), the Foreign Subsidiary Borrowers (as hereinafter defined) from time to time parties to this Agreement, the several banks and other financial institutions or entities from time to time parties to this Agreement (the
“Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent. 
 The Parent Borrower, the Existing Lenders and
JPMorgan Chase Bank, N.A., as administrative agent, are parties to the Fifth Amended and Restated Credit Agreement, dated as of January 4, 2016 (as amended and in effect immediately prior to giving effect to the amendment and restatement
contemplated hereby, the “Previous Credit Agreement”). 
 The Parent Borrower has requested that the Previous Credit
Agreement be amended and restated in its entirety to read as provided herein and the Lenders and the Administrative Agent (as hereinafter defined) have so agreed. Accordingly, effective as of the Closing Date (as defined below), the Previous Credit
Agreement shall be amended and restated in its entirety to read as follows: 
 ARTICLE I. DEFINITIONS 

SECTION 1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings
set forth in this Section 1.1. 
 “ABR Loans”: Loans the rate of interest applicable to which is based
upon the Alternate Base Rate. 
 “Acknowledgement and Consent”: the collective reference to each
Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement delivered pursuant to the Loan Documents. 

“Acquired Companies”: Palmerton Holdings, Inc. and Buffalo Filter LLC. 

“Acquired Company Material Adverse Effect”: “Material Adverse Effect” as defined in the Filtration
Acquisition Agreement. 
 “Adjusted Eurocurrency Rate”: with respect to any Borrowing of Eurocurrency Loans
for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the Eurocurrency Rate for such Interest Period multiplied by (b) the Statutory Reserves; provided that, if the
Adjusted Eurocurrency Rate, as so determined, would be less than
1.00%(x) 0.50% during
the Suspension Period, such rate shall be deemed to be 1.000.50% for purposes of this Agreement and (y) zero otherwise, such rate shall be deemed to be zero for purposes of this Agreement. 
 “Adjustment Date”: as defined in the Pricing Grid. 

“Administrative Agent”: JPMorgan Chase Bank, N.A., together with its branches and affiliates, as the
administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its permitted successors. 

“Affected Financial Institution”: (a) any EEA Financial Institution or (b) any UK Financial
Institution. 

  
 1 













 “Affiliate”: as to any Person, any other Person which,
directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 25% or more
of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or
otherwise. 
 “Aggregate Exposure”: with respect to any Lender at any time, an amount equal to
(a) until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the sum of (i) the aggregate principal amount of such Lender’s Term Loans then outstanding, (ii) the
aggregate amount of such Lender’s Multicurrency Revolving Credit Commitment then in effect or, if the Multicurrency Revolving Credit Commitments have been terminated, the aggregate amount of such Lender’s Multicurrency Revolving Extensions
of Credit then outstanding, (iii) the aggregate amount of such Lender’s USD Revolving Credit Commitment then in effect or, if the USD Revolving Credit Commitments have been terminated, the aggregate amount of such Lender’s USD
Revolving Extensions of Credit then outstanding and (iv) until the Delayed Draw Term Loan Commitment Termination Date, the aggregate amount of such Lender’s Delayed Draw Term Loan Commitment at such time. 

“Aggregate Exposure Percentage”: with respect to any Lender, the ratio (expressed as a percentage) of such
Lender’s Aggregate Exposure to the Aggregate Exposure of all Lenders. 
 “Agreed Currencies”: Dollars and each Optional Currency.

 “Agreement”: as defined in the preamble hereto. 

“Alternate Base Rate”: for any day, a rate per annum equal to the greatest of (a) the Prime Rate in
effect on such day, (b) the NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted Eurocurrency Rate for a one month Interest Period on such
day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted Eurocurrency Rate for any day shall be based on the LIBOR Screen Rate (or if the LIBOR
Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00
a.m., London time, on such day. Any change in the Alternate Base Rate due to a change in
the Prime Rate, the NYFRB Rate or the Adjusted Eurocurrency Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Eurocurrency Rate, respectively. If the Alternate Base Rate is
being used as an alternate rate of interest pursuant to Section 2.17 (for the avoidance of doubt, only
until the Benchmark Replacement has been determined pursuant to Section 2.17(b)) hereof, then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be
determined without reference to clause (c) above. If the Alternate Base Rate, as so determined, would be less than
(x) 1.50% during the Suspension Period, such rate shall be deemed to be 1.50% for purposes of this
Agreement and (y) 1.00% otherwise, such rate shall be deemed to be 1.00% for purposes of this Agreement. 
 “Alternative Currency Equivalent”: for any amount of any Optional Currency, at the time of determination thereof,
(a) if such amount is expressed in such Optional Currency, such amount and (b) if such amount is expressed in Dollars, the equivalent of such amount in such Optional Currency determined by using the rate of exchange for the purchase of
such Optional Currency with Dollars last provided (either by publication or otherwise provided to the Administrative Agent) by the applicable Reuters source on the Business Day (New York City time) immediately preceding the date of determination or
if such service ceases to be available or ceases to provide a  

  
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rate of exchange for the purchase of such Optional Currency with
Dollars, as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole discretion (or if such service ceases to be available or
ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion). 
 “Anti-Corruption Laws”: all published laws, rules and
regulations of any jurisdiction applicable to the Parent Borrower and its Subsidiaries from time to time concerning or relating to bribery or corruption. 

“Applicable Margin”: (a) for Tranche A Term Loans and Revolving Credit Loans, (i) prior to the first
Adjustment Date to occur after the Closing Date, 1.875% per annum, in the case of Eurocurrency Loans, and 0.875% per annum, in the case of ABR Loans and (ii) from and after the first Adjustment Date to occur after the Closing Date,
the percentage determined in accordance with the Pricing Grid; provided that, on and after the Third Amendment
Effective Date, the Applicable Margin during the Suspension Period shall be 3.503.00% per annum, in the case of Eurocurrency Loans, and 2.502.00% per annum, in the case of ABR Loans; and (b) for Incremental Term Loans, such per annum rates as shall be agreed by the Parent Borrower and the applicable Incremental Term Loan Lenders as shown in the
applicable Increased Facility Activation Notice. 
 “Application”: an application, in such form as
the Issuing Lender may reasonably specify from time to time, requesting the Issuing Lender to issue a Letter of Credit. 

“Approved Fund”: as defined in Section 10.6(b)(ii). 

“Arrangers”: the Joint Lead Arrangers and Joint Bookrunners. 

“Asset Sale”: any Disposition of Property or business (including receivables and leasehold interests) or
series of related Dispositions of Property or businesses (including receivables and leasehold interests) (excluding any such Disposition permitted by clause (a), (b), (c), (d), (e), (g), (h), (i), (j), (k), (l), (m) or (n) of
Section 7.5) which yields net proceeds to the Parent Borrower or any of its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market
value in the case of other non-cash proceeds) in excess of $25,000,000. 
 “Assignee”: as defined in
Section 10.6(b)(i). 
 “Assignment and Assumption”: an Assignment and Assumption, substantially in the
form of Exhibit E. 
 “Available Cash” means: at any time, (a) the aggregate amount of cash and Cash Equivalents that would appear on a consolidated balance sheet of the Parent Borrower and its Designated Subsidiaries at such time, less
(b) the aggregate amount of any cash or Cash Equivalents (i) set aside to pay royalty obligations, working interest obligations, suspense payments, severance taxes, payroll, payroll taxes, other taxes, employee wage and benefit payments
and trust and fiduciary obligations or other obligations of the Parent Borrower or any Designated Subsidiary to third parties and for which the Parent Borrower or any Designated Subsidiary has issued checks or has initiated wires or ACH transfers
(or, in the Parent Borrower’s discretion, will issue checks or initiate wires or ACH transfers within five Business Days) in 

  
 3 













 
order to pay such amounts, (ii) in respect of other amounts for which the Parent Borrower or any Designated Subsidiary has issued checks or has initiated wires or ACH transfers but have not
yet been subtracted from the balance in the relevant account of the Parent Borrower or relevant Designated Subsidiary, (iii) constituting purchase price deposits or amounts subject to other contractual or legal requirements to deposit money to
be held by an unaffiliated third party, (iv) constituting deposits from unaffiliated third parties that are subject to return pursuant to binding agreements with such third parties, (v) held in escrow, (vi) constituting the proceeds
of issuances of, or capital contributions on account of, equity interests or incurrences of Indebtedness set aside to be used to consummate one or more acquisitions or other Investments, repay or redeem Indebtedness, make one or more Restricted
Payments or fund capital expenditures, in each case, within 90 days of receipt of such proceeds and to the extent permitted under this Agreement, or (vii) constituting any Reinvestment Deferred Amount that is intended to be applied by the
applicable Reinvestment Prepayment Date; provided that any such cash and Cash Equivalents described in clauses (vi) and (vii) above which are not so used within such applicable specified period for the purpose for which
they were set aside, shall cease to be excluded from the definition of “Available Cash” at such time. 

“Available Revolving Credit Commitment”: as to any Revolving Credit Lender at any time and in respect of such
Revolving Credit Lender’s Revolving Credit Commitment under any Revolving Credit Facility, an amount equal to the excess, if any, of (a) such Lender’s Revolving Credit Commitment then in effect under such Revolving Credit Facility
over (b) such Lender’s Revolving Extensions of Credit then outstanding under such Revolving Credit Facility; provided that in calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such
Lender’s Available Revolving Credit Commitment pursuant to Section 2.9(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero. 

“Available
 Tenor”: as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, 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 clause (f) of Section 2.17. 
 “Bail-In
Action”: the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. 

“Bail-In Legislation”: (a) with respect to any EEA Member Country implementing Article 55 of Directive
2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation or rule for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with
respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment
firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). 

“Bankruptcy Event”: with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith
determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy


  
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Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof;
provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets
or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. 

“Benchmark”:
 initially, the Relevant Rate; 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 the Relevant Rate 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 clause (b) or clause (c) of Section
2.17. 
 “Benchmark Replacement”: 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; provided that, in the case of any Loan denominated in an Optional Currency, “Benchmark Replacement” shall mean the alternative set forth in
(c) below:  
 (a) the sum of: (i) Term SOFR and (ii) the related Benchmark Replacement Adjustment; 

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

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

provided
that, in the case of clause (a), 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, solely with respect to a Loan denominated in Dollars, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR
Notice, on the applicable Benchmark Replacement Date, the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (x) Term SOFR and (y) the related Benchmark Replacement Adjustment, as set forth in clause
(a) of this definition (subject to the first proviso above). 

If
 the Benchmark Replacement as determined pursuant to clause (a), (b) or (c) 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 Loan Documents.
 
 “Benchmark Replacement Adjustment”: with respect to any replacement of the then-current Benchmark with an
Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement: 

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

(i)
 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 Interest Period 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;


(ii)
 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 Interest Period 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 

(b)
 for purposes of clause (c) 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 Parent 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 and/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 syndicated credit facilities denominated in the
applicable Agreed Currency at such time; 
 provided that, in the case of clause (a) 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. 

“Benchmark
 Replacement Conforming Changes”: with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate 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 in its reasonable discretion 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 in its reasonable discretion that adoption of any portion of such
market practice is not administratively feasible or if the Administrative Agent determines in its reasonable discretion 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 Loan Documents). 

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

  
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(a)
 in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) 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); 

(b)
 in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein;  

(c)
 in the case of a Term SOFR Transition Event, the date that is 30 days after the date a Term SOFR Notice is provided to the Lenders and the Parent Borrower pursuant to Section 2.17(c); or


(d)
 in the case of an Early Opt-in Election, the sixth 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
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 Required Lenders.


For
 the avoidance of doubt, (x) 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 (y) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) 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”: with respect to any Benchmark, the occurrence of one or more of the following events with respect to the then-current Benchmark: 

(a)
 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); 
 (b) 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), the Federal Reserve Board, the NYFRB, 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), in each case 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 

  
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(c)
 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) 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). 

“Benchmark
 Unavailability Period”: with respect to any Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date pursuant to clauses (a) or (b) 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 Loan Document in accordance with Section 2.17 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for
all purposes hereunder and under any Loan Document in accordance with Section 2.17. 

“Beneficial Ownership
Certification”
means: a certification regarding beneficial
ownership or control as required by the Beneficial Ownership Regulation. 
 “Beneficial Ownership
Regulation”
means: 31 C.F.R. § 1010.230. 

“Benefit Plan”
means: any of (a) an “employee benefit
plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets
include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.” 

“Benefitted Lender”: as defined in Section 10.7(a). 

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor). 

“Borrowers”: the collective reference to the Parent Borrower and the Foreign Subsidiary Borrowers. 

“Borrowing”: (a) Revolving Credit Loans of the same currency and Type, made, converted or continued on
the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect, or (b) Term Loans of the same Type made on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in
effect. 
 “Borrowing Date”: any Business Day specified by the Parent Borrower (on its own behalf or on
behalf of a Foreign Subsidiary Borrower) as a date on which such Borrower requests the relevant Lenders to make Loans hereunder. 

“Business”: as defined in Section 4.17(b). 

  
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 “Business Day”: a day other than a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required by law to close; provided that (a) with respect to notices and determinations in connection with, and payments of principal and interest on, Eurocurrency
Loans, such day is also a day for trading in London by and between banks in deposits in the relevant currency and (b) where such term is used in connection with a Eurocurrency Loan denominated in euros, references to “Business Day”
shall be deemed to be references to any Target Operating Day on which banks are open for general banking business in the relevant Funding Office. 

“Calculation Date”: (a) with respect to any Loan denominated in any Optional Currency, each of the
following: (i) the date of the borrowing of such Loan and (ii) each date of a conversion into or continuation of such Loan pursuant to the terms of this Agreement; and (b) with respect to any Letter of Credit denominated in
an Optional Currency, each of the following: (i) the date on which such Letter of Credit is issued, (ii) the first Business Day of each calendar month and (iii) the date of any amendment of such Letter of Credit that has the
effect of increasing the face amount thereof. 
 “Capital Expenditures”: for any period, with respect to any
Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and
improvements during such period) which should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries. 

“Capital Lease Obligations”: as to any Person, the obligations of such Person to pay rent or other amounts
under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under
GAAP, and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. Notwithstanding anything else set forth herein, any lease (or other
arrangement conveying the right to use) that was or would have been treated as an operating lease under GAAP as in effect for the fiscal year ended on December 31, 2018 that would become or be treated as a capital lease solely as a result of a
change in GAAP thereafter shall always be treated as an operating lease for all purposes and at all times under this Agreement. 

“Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of
capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing, but, for the avoidance of doubt, excluding any debt
securities whether or not convertible into, exchangeable for or referencing any of the foregoing. 
 “Cash
Equivalents”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case
maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurocurrency time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender
or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard &
Poor’s Financial Services LLC (“S&P”) or P-1 by Moody’s Investors Service, Inc. (“Moody’s”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named
rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of
clause (b) of this definition, having a term of not more than 30 days with respect to securities 

  
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issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political
subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit
issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses
(a) through (f) of this definition; or (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by
Moody’s and (iii) have portfolio assets of at least $5,000,000,000. In the case of any Investments made in a country outside the United States of America, Cash Equivalents shall also include (i) euros and Sterling,
(ii) investments of the type and maturity described in clauses (a) through (h) above of foreign obligors, which investments are reasonably appropriate in connection with any business conducted by the Parent Borrower or its
Subsidiaries (as determined by the Parent Borrower in good faith) and which investments or obligors (or the parent companies of such obligors) have the ratings described in such clauses or equivalent ratings from S&P and Moody’s and
(iii) other short term investments utilized by the Parent Borrower and its Subsidiaries in accordance with normal investment practices for cash management in such country in investments analogous to the investments described in the foregoing
clauses (a) through (h) and in this paragraph and which are reasonably appropriate in connection with any business conducted by the Parent Borrower or its Subsidiaries in such country (as determined by the Parent Borrower in good faith).

 “Chattel Paper”: as defined in the Guarantee and Collateral Agreement. 

“Closing Date”: the date on which the conditions precedent set forth in Section 5.1 shall have been
satisfied, which date is February 7, 2019. 
 “Code”: the Internal Revenue Code of 1986, as amended
from time to time. 
 “Collateral”: all Property of the Loan Parties, now owned or hereafter acquired, upon
which a Lien is purported to be created by any Security Document. 
 “Commitment”: as to any Lender, the sum
of any Tranche A Term Loan Commitment, any Incremental Term Loan Commitment, any Delayed Draw Term Loan Commitment, any Multicurrency Revolving Credit Commitment and any USD Revolving Credit Commitment of such Lender. 

“Commitment Fee Rate”: (i) (A) with respect to any unused Revolving Credit Commitment under any
Revolving Credit Facility, initially, 0.30% per annum (B) from and after the first Adjustment Date to occur after the end of the first fiscal quarter of the Parent Borrower and its Subsidiaries ending after the Closing Date, the rate per
annum set forth under the relevant column heading in the Pricing Grid; provided that, on and after the Third
Amendment Effective Date, the Commitment Fee Rate during the Suspension Period shall be 0.50% and (ii) with respect to any unused Delayed Draw Term Loan Commitment, 0.30% per annum.

 “Commodity Exchange Act”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from
time to time, and any successor statute. 

  
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 “Commonly Controlled Entity”: an entity, whether or not
incorporated, which is under common control with the Parent Borrower within the meaning of Section 4001 of ERISA or is part of a group which includes the Parent Borrower and which is treated as a single employer under Section 414(b), (c),
(m) or (o) of the Code. 
 “Compliance Certificate”: a certificate duly executed by a Responsible
Officer substantially in the form of Exhibit B. 
 “Consolidated Current Assets”: at any date, all amounts
(other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Parent Borrower and its Subsidiaries at such
date. 
 “Consolidated Current Liabilities”: at any date, all amounts that would, in conformity with GAAP,
be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Parent Borrower and its Subsidiaries at such date, but excluding (a) the current portion of any Funded Debt of
the Parent Borrower and its Subsidiaries, (b) accruals of Consolidated Interest Expense (excluding Consolidated Interest Expense that is due and unpaid), (c) accruals for current or deferred taxes based on income or profits,
(d) accruals of any transaction costs arising from the Transactions, (e) accruals for pensions and other postretirement obligations and (f) without duplication of clause (a) above, all Indebtedness consisting of Revolving Credit
Loans or Swingline Loans to the extent otherwise included therein. 
 “Consolidated EBITDA”: for any period,
Consolidated Net Income for such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) Consolidated Interest
Expense, amortization or write-off of debt discount and debt issuance costs and commissions (including any early extinguishment of debt costs and debt conversion costs), discounts and other fees and charges associated with Indebtedness (including
the Loans), (c) depreciation and amortization expense, (d) amortization of intangibles (including goodwill) and organization costs, (e) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not
otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, losses on sales of assets outside of the ordinary course of business), (f) any other non-cash charges (including expenses relating to
equity compensation), (g) costs and expenses related to the Transactions in an aggregate amount not to exceed $30,000,000, (h) proceeds from business interruption insurance (to the extent actually received and to the extent not reflected
as revenue or income of the Parent Borrower or its Subsidiaries) and (i) Pro Forma Adjustments in connection with any Material Acquisition (including the Filtration Acquisition) consummated during such period (provided that (x) such
Pro Forma Adjustments shall be calculated net of the amount of actual benefits realized and (y) the aggregate amount of all amounts under this clause (i) that increase Consolidated EBITDA in any period of four consecutive fiscal quarters
shall not exceed, and shall be limited to, 15% of Consolidated EBITDA in respect of such period of four consecutive fiscal quarters (calculated after giving effect to such adjustments to Consolidated EBITDA under this clause (i))), and minus,
to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income, (b) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a
separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business) and (c) any other non-cash income, all as determined on a consolidated basis. For purposes
of calculating Consolidated EBITDA of the Parent Borrower and its Subsidiaries for any period of four consecutive fiscal quarters pursuant to 

  
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any determination of the Consolidated Fixed Charge Coverage Ratio, the Consolidated Senior Secured Leverage Ratio or the Consolidated Total Leverage Ratio, (i) if during such period the
Parent Borrower or any Subsidiary shall have consummated a Material Acquisition, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto (assuming the consummation of each such Material Acquisition
and the incurrence or assumption of any Indebtedness in connection therewith occurred on the first day of such period), and if any such Material Acquisition was of a Person, if the consolidated balance sheet of such acquired Person and its
consolidated Subsidiaries as at the end of the period preceding the acquisition of such Person and the related consolidated statements of income and stockholders’ equity and of cash flows for the period in respect of which Consolidated EBITDA
is to be calculated (1) have been previously provided to the Administrative Agent and the Lenders and (2) either (A) have been reported on without a qualification arising out of the scope of the audit by independent certified public
accountants of nationally recognized standing or (B) have been found acceptable by the Administrative Agent, and (ii) if during such period the Parent Borrower or any Subsidiary shall have made a Material Disposition, Consolidated EBITDA
for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the Property that is the subject of such Material Disposition for such period or increased by an amount equal to the Consolidated EBITDA (if
negative) attributable thereto for such period. 
 “Consolidated Fixed Charge Coverage Ratio”: for any
period, the ratio of (a) Consolidated EBITDA for such period less the aggregate amount actually paid by the Parent Borrower and its Subsidiaries in cash during such period on account of Capital Expenditures to (b) Consolidated Fixed
Charges for such period. 
 “Consolidated Fixed Charges”: for any period, the sum (without duplication) of
(a) the cash portion of Consolidated Interest Expense for such period and (b) scheduled payments made during such period on account of principal of Funded Debt of the Parent Borrower or any of its Subsidiaries, but excluding
(i) principal payments in respect of the Revolving Credit Loans, (ii) principal payments made to refinance the outstanding loans under the Previous Credit Agreement in connection with the amendment and restatement as set forth in this
Agreement and (iii) principal payments in respect of the Receivables Transfer Program. For the avoidance of doubt, “Consolidated Fixed Charges” shall not include any payments made on account of principal of Funded Debt of the Parent
Borrower and its Subsidiaries as a result of a mandatory prepayment thereof. 
 “Consolidated Funded Debt”:
as of any date of determination thereof, the aggregate principal amount of all Funded Debt of the Parent Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP. 

“Consolidated Interest Expense”: for any period, total interest expense (including that attributable to
Capital Lease Obligations) of the Parent Borrower and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Parent Borrower and its Subsidiaries; provided that for purposes of determining the amount of
Consolidated Interest Expense used in the calculation of Consolidated Fixed Charges for any period of four consecutive fiscal quarters ending on the last day of the first, second or third fiscal quarter of the Parent Borrower and its Subsidiaries
commencing after either (i) the Filtration Acquisition or any other Material Acquisition financed in whole or in part with the proceeds of Indebtedness or (ii) any Material Disposition the proceeds of which were used in whole or in part to
reduce Indebtedness, the Consolidated Interest Expense for such period of four consecutive fiscal quarters shall be deemed to be equal to (x) in the case of the period of four consecutive fiscal quarters ending on the last day of the first
fiscal quarter of the Parent Borrower and its Subsidiaries commencing after such 

  
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Material Acquisition or Material Disposition (as applicable), the Consolidated Interest Expense for such first fiscal quarter of the Parent Borrower and its Subsidiaries commencing after such
Material Acquisition or Material Disposition (as applicable) multiplied by 4, (y) in the case of the period of four consecutive fiscal quarters ending on the last day of the second fiscal quarter of the Parent Borrower and its
Subsidiaries commencing after such Material Acquisition or Material Disposition (as applicable), the aggregate amount of the Consolidated Interest Expense for the first and second fiscal quarters of the Parent Borrower and its Subsidiaries
commencing after such Material Acquisition or Material Disposition (as applicable) multiplied by 2 and (z) in the case of the period of four consecutive fiscal quarters ending on the last day of the third fiscal quarter of the
Parent Borrower and its Subsidiaries commencing after such Material Acquisition or Material Disposition (as applicable), the aggregate amount of the Consolidated Interest Expense for the first, second and third fiscal quarters of the Parent Borrower
and its Subsidiaries commencing after such Material Acquisition or Material Disposition (as applicable) multiplied by 4/3. 

“Consolidated Net Income”: for any period, the consolidated net income (or loss) of the Parent Borrower and
its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or
consolidated with the Parent Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary) in which the Parent Borrower or any of its Subsidiaries has an ownership interest, except to the extent that
any such income is actually received by the Parent Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or
similar distributions by such Subsidiary is prohibited by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary. 

“Consolidated Senior Secured Funded Debt”: as of any date of determination thereof, all Consolidated Funded
Debt that is secured by a Lien on any asset of the Parent Borrower or any of its Subsidiaries, other than Consolidated Funded Debt that is expressly subordinated in right of payment to the Indebtedness of the Parent Borrower or any of its
Subsidiaries under this Agreement. 
 “Consolidated Senior Secured Leverage Ratio”: as at the last day of
any period of four consecutive fiscal quarters, the ratio of (a) (i) Consolidated Senior Secured Funded Debt on such day plus (ii) to the extent not otherwise included therein, the aggregate outstanding attributed principal
amount under any Receivables Transfer Program incurred in accordance with Section 7.2(m) (without regard to whether or not such amount is incurred by or attributed to a Loan Party or whether or not it is reflected in the consolidated balance
sheet of the Parent Borrower and its Subsidiaries) on such day minus (iii) an amount equal to the lesser of (x) $25,000,000 and (y) the amount of unrestricted cash and Cash Equivalents of the Parent Borrower and its
Subsidiaries on the consolidated balance sheet of the Parent Borrower and its Subsidiaries on such day to (b) Consolidated EBITDA for such period. 

“Consolidated Total Assets”: as of any date of determination thereof, the amount that would appear opposite
the caption “total assets” (or any like caption) on a consolidated balance sheet of the Parent Borrower and its Subsidiaries prepared as of such date in accordance with GAAP. 

“Consolidated Total Tangible Assets”: as of any date of determination thereof, the aggregate consolidated book
value of the assets of the Parent Borrower and its Subsidiaries (other than patents, patent rights, trademarks, trade names, franchises, copyrights, licenses, permits, goodwill and other similar intangible assets properly classified as such in
accordance with GAAP) after all appropriate adjustments in accordance with GAAP (including reserves for doubtful receivables, obsolescence, depreciation and amortization). 

  
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 “Consolidated Total Leverage Ratio”: as at the last day of
any period of four consecutive fiscal quarters, the ratio of (a) (i) Consolidated Funded Debt on such day plus (ii) to the extent not otherwise included therein, the aggregate outstanding attributed principal amount under any
Receivables Transfer Program incurred in accordance with Section 7.2(m) (without regard to whether or not such amount is incurred by or attributed to a Loan Party or whether or not it is reflected in the consolidated balance sheet of the Parent
Borrower and its Subsidiaries) on such day minus (iii) an amount equal to the lesser of (x) $25,000,000 and (y) the amount of unrestricted cash and Cash Equivalents of the Parent Borrower and its Subsidiaries on the
consolidated balance sheet of the Parent Borrower and its Subsidiaries on such day to (b) Consolidated EBITDA for such period. 

“Consolidated Working Capital”: at any date, the excess of Consolidated Current Assets on such date
minus Consolidated Current Liabilities on such date. 
 “Continuing Directors”: the directors of the
Parent Borrower on the Closing Date, and each other director, if, such other directors were nominated or approved by at least a majority of the then Continuing Directors. 

“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound. 

“Convertible Notes”: $345,000,000 aggregate principal amount of the Parent Borrower’s 2.625% Convertible
Senior Notes due 2024 issued on January 29, 2019. 
 “Convertible Senior Subordinated Debentures
Indenture”: the Indenture entered into in connection with the issuance of the Parent Borrower’s 21⁄2% Convertible Senior Subordinated Debentures due
2024. 

“Corresponding
 Tenor”: with respect to any Available Tenor, 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. 
 “Credit Party”: the Administrative Agent, any Arranger, the
Lead Arranger, the Issuing Lender, the Swingline Lender or any other Lender. 
 “Daily Simple SOFR”: 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 syndicated business loans; provided that, if the
Administrative Agent decides in its reasonable discretion that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion. 
 “Default”: any of the events specified in Article VIII,
whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied. 

  
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 “Defaulting Lender”: any Lender that (a) has failed,
within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any
other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition
precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Parent Borrower or any Credit Party in writing (and such Credit Party has notified the Parent Borrower or
the Administrative Agent thereof in writing), or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that
such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under
other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent, the Issuing Lender or the Swingline Lender, acting in good faith, to provide a certification in writing
from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this
Agreement; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the receipt by the Administrative Agent, the Issuing Lender or the Swingline Lender, as applicable, of such certification in form
and substance satisfactory to it and the Administrative Agent, (d) has become the subject of a Bankruptcy Event or (e) has, or its Lender Parent has, become the subject of a Bail-In Action. 

“Delayed Draw Term Loan”: as defined in Section 2.1(b); provided that, from and after the funding
of the Delayed Draw Term Loans, the Delayed Draw Term Loans shall be considered Tranche A Term Loans. 
 “Delayed
Draw Term Loan Commitment”: as to any Lender, the obligation of such Lender, if any, to make a Delayed Draw Term Loan to the Parent Borrower hereunder in a principal amount equal to the amount set forth under the heading “Delayed Draw
Term Loan Commitment” opposite such Lender’s name on Schedule 1.1A under the caption “Delayed Draw Term Loan Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as
the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of Delayed Draw Term Loan Commitments as of the Closing Date is $115,000,000. 

“Delayed Draw Term Loan Commitment Termination Date”: the earlier of (a) the Filtration Acquisition
Closing Date and (ii) March 20, 2019. 
 “Delayed Draw Term Loan Facility”: the Delayed Draw Term
Loan Commitments and the Delayed Draw Term Loans made thereunder (it being understood that, from and after the funding of the Delayed Draw Term Loans, the Delayed Draw Term Loans shall be considered to be a part of the Tranche A Term Loan Facility).

 “Delayed Draw Term Loan Lender”: each Lender that has a Delayed Draw Term Loan Commitment. 

“Delayed Draw Term Loan Percentage”: as to any Delayed Draw Term Loan Lender at any time, the percentage that
such Lender’s Delayed Draw Term Loan Commitment then constitutes of the Total Delayed Draw Term Loan Commitments. 

  
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 “Designated Subsidiaries” means: the Foreign Subsidiary Borrowers, the Domestic Subsidiaries and the Subsidiary Guarantors. 

“Disposition”: with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance,
transfer or other disposition thereof (whether effected pursuant to a Division or otherwise). The terms “Dispose” and “Disposed of” shall have correlative meanings. 

“Disqualified Lenders”: (i) Persons that are competitors of the Parent Borrower or its Subsidiaries or
any Acquired Company or any subsidiary thereof identified in writing by the Parent Borrower to the Administrative Agent from time to time (it being understood that, notwithstanding anything herein to the contrary, in no event shall a supplement
apply retroactively to disqualify any Person that has previously acquired an assignment or participation interest under any Facility, but upon effectiveness of such designation, any such Person may not acquire any additional Commitments, Loans or
participations in Commitments or Loans), (ii) other Persons identified in writing by the Parent Borrower to the Administrative Agent on or prior to December 13, 2018 and (iii) in each case of clauses (i) and (ii) above, any
such Person’s Affiliates that are (x) readily identifiable by name or (y) identified in writing by the Parent Borrower to the Administrative Agent from time to time. 

“Dividing Person”: as defined in the definition of “Division.” 

“Division”: the division of the assets, liabilities and/or obligations of a Person that is a limited liability
company (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or
may not survive. 
 “Division Successor”: any Person that, upon the consummation of a Division of a Dividing
Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or
obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division. 
 “Dollar
Equivalent”: at any date as to any amount denominated in an Optional Currency, the equivalent amount in Dollars as determined by the Administrative Agent on such date on the basis of the Exchange Rate (determined on such date or, if such
date is not a Calculation Date, as of the most recent Calculation Date for such Optional Currency) for the purchase of Dollars with such Optional Currency. 

“Dollars” and “$”: dollars in lawful currency of the United States. 

“Domestic Subsidiary”: any Subsidiary of the Parent Borrower organized under the laws of any jurisdiction
within the United States; provided that, for purposes of this Agreement, none of the following shall be deemed to be a Domestic Subsidiary or a Foreign Subsidiary (i) CONMED Receivables Corporation, its successors and permitted
transferees, or any other single purpose corporation formed and operating solely in connection with a Receivables Transfer Program permitted under this Agreement, so long as the grant of a security interest in the Capital Stock of such Subsidiary is
prohibited under such Receivables Transfer Program, (ii) GWH, Ltd., Largo Lakes – I Limited Partnership or their respective successors and permitted transferees, so long as the Capital Stock and all of the property of each such Subsidiary
is held and is subject to a security interest granted in connection with the acquisition of the Largo, Florida facility, (iii) Largo Realty, LLC, so long as it holds only the property held by it on the Closing Date,
(iv)

  
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Palmerton Holdings, Inc., so long as it holds only the property held by it on the Closing Date, (v) any Foreign Subsidiary Holdco, (vi) any Subsidiary that is not a Wholly-Owned
Subsidiary, (vii) any Subsidiary that (A) is prohibited from guaranteeing the Obligations or granting Liens to secure the Obligations by any applicable Contractual Obligation existing on the Closing Date or at the time such Subsidiary
becomes a Subsidiary, to the extent such restriction was not entered into in contemplation of such Subsidiary being excluded from constituting a Domestic Subsidiary, (B) is prohibited from guaranteeing the Obligations or granting Liens to
secure the Obligations by any applicable Requirement of Law or (C) would require a consent, approval, license or authorization from any Governmental Authority in order to provide any guarantee of the Obligations or grant any Lien to secure the
Obligations, unless such consent, approval, license or authorization has been obtained, (viii) any not-for-profit Subsidiary, (ix) any captive insurance company, (x) any Subsidiary that is a special purpose entity or (xi) any
other Subsidiary in respect of which the Parent Borrower and the Administrative Agent determine in good faith that the cost or burden of such Subsidiary providing a guarantee of, or granting Liens to secure, the Obligations is excessive in relation
to the value afforded to the Lenders thereby. 

“Early
 Opt-in Election”: 
 (a) in the case of Loans denominated in Dollars, the occurrence of:


(i)
 a notification by the Administrative Agent to (or the
request by the Parent Borrower to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding 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 

(ii)
 the joint election by the Administrative Agent and the
Parent Borrower to trigger a fallback from Eurocurrency Rate and the provision by the Administrative Agent of written notice of such election to the Lenders; and 

(b)
 in the case of Loans denominated in any Optional Currency,
the occurrence of: 
 (i) (A) a determination by the Administrative Agent or (B) a notification by the Required Lenders to the Administrative
Agent (with a copy to the Parent Borrower) that the Required Lenders have determined in their reasonable discretion that syndicated credit facilities denominated in the applicable Optional Currency being executed at such time, or that include
language similar to that contained in Section 2.17 are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the Relevant Rate, and 


(ii)
 (A) the joint election by the Administrative Agent
and the Borrower or (B) the joint election by the Required Lenders and the Borrower to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the
Parent Borrower and the Lenders or by the Required Lenders of written notice of such election to the Administrative Agent. 

“EEA Financial Institution”: (a) any institution established in any EEA Member Country which is subject
to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member
Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

  
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 “EEA Member Country”: any of the member states of the
European Union, Iceland, Liechtenstein and Norway. 
 “EEA Resolution Authority”: any public administrative
authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“Environmental Laws”: any and all foreign, Federal, state, local or municipal laws, rules, orders,
regulations, statutes, ordinances, codes, decrees, legally binding requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning the
protection of human health or the environment, as now or may at any time hereafter be in effect. 

“Equipment”: as defined in the Guarantee and Collateral Agreement. 

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time. 

“EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market
Association (or any successor person), as in effect from time to time. 
 “EURIBOR Screen Rate”: for any day
and time, with respect to any Borrowings of Eurocurrency Loans denominated in euro and for any Interest Period, the euro interbank offered rate as administered by the European Money Markets Institute (or any other Person that takes over the
administration of such rate) for a period equal in length to such Interest Period as displayed on such day and at such time on page EURIBOR01 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page
or screen, any successor or substitute page on such screen that displays such rate , or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable
discretion). 
 “euro” or “€”: the single currency unit of the Participating Member
States. 
 “Eurocurrency Loans”: Loans the rate of interest applicable to which is based upon the Adjusted
Eurocurrency Rate. 
 “Eurocurrency Rate”: (a) with respect to any Borrowings of Eurocurrency Loans
denominated in euros for any Interest Period, the EURIBOR Screen Rate as of the Specified Time on the Quotation Day for such Interest Period and (b) with respect to any Eurocurrency Loan (other than any Eurocurrency Loan denominated in euros),
the LIBOR Screen Rate as of the Specified Time on the Quotation Day for such Interest Period; provided that if the applicable Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest
Period”) with respect to the relevant currency (the “Impacted Currency”), the Eurocurrency Rate shall be the Interpolated Rate at such time. 

“Eurocurrency Tranche”: the collective reference to Eurocurrency Loans under a particular Facility the then
current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day). 

  
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 “Event of Default”: any of the events specified in Article
VIII; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied. 

“Excess Cash Flow”: for any fiscal year of the Parent Borrower, the excess, if any, of (a) the sum,
without duplication, of (i) Consolidated Net Income for such fiscal year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income, other than (x) any
non-cash charges representing an accrual or reserve for potential cash items in a future period (provided that such non-cash charges representing an accrual or reserve shall be included in Excess Cash Flow in any future period to the extent
such accrual or reserve is reversed and not paid in cash in such future period) and (y) the amount of any prepaid cash item that was expensed in a prior period, (iii) decreases in Consolidated Working Capital for such fiscal year (but
excluding any such decrease in connection with an increase in the size of the Receivables Transfer Program), (iv) the aggregate net amount of non-cash loss on the Disposition of Property by the Parent Borrower and its Subsidiaries during such
fiscal year (other than sales of current assets in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income and (v) the amount of tax expense deducted in determining Consolidated Net Income for such
period to the extent it exceeds the amount of cash taxes (including penalties and interest) paid or tax reserves set aside or payable (without duplication) in such period minus (b) the sum, without duplication, of (i) the amount of
all non-cash credits included in arriving at such Consolidated Net Income, (ii) the aggregate amount paid by the Parent Borrower and its Subsidiaries during such fiscal year on account of Capital Expenditures (excluding the principal amount of
Indebtedness incurred in connection with such expenditures and any such expenditures financed with the proceeds of any Reinvestment Deferred Amount and including any accrual or reserve for the payment of Capital Expenditures committed to be made in
cash in any future period (provided that such accrual or reserve for the payment of Capital Expenditures shall be included in Excess Cash Flow in any future period to the extent reversed and not paid in cash in such future period),
(iii) the aggregate amount of all principal payments of Funded Debt (including regularly scheduled principal payments of the Term Loans) of the Parent Borrower and its Subsidiaries made during such fiscal year (other than in respect of any
revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (iv) increases in Consolidated Working Capital for such fiscal year (but excluding any such increase in connection with a
corresponding permanent decrease in the size of the Receivables Transfer Program), (v) the aggregate net amount of non-cash gain on the Disposition of property by the Parent Borrower and its Subsidiaries during such fiscal year (other than
sales of current assets in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income, (vi) the aggregate amount paid by the Parent Borrower and its Subsidiaries during such fiscal year in connection
with Investments constituting the acquisition of Property, assets, a business or a Person (including any Permitted Business Acquisition) permitted by clause (j), (k) or (l) of Section 7.8 to the extent not paid through the incurrence
of Indebtedness or issuance of Capital Stock, (vii) cash payments by the Parent Borrower and its Subsidiaries during such period in respect of the permanent reduction of long-term liabilities of the Parent Borrower and its Subsidiaries (other
than Indebtedness) to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income, (viii) the amount of Restricted Payments paid in cash during such period pursuant to clause (b), (c),
(d) or (e) of Section 7.6 to the extent not paid through the incurrence of Indebtedness or issuance of Capital Stock, (ix) the aggregate amount of any premium, make-whole or penalty payments paid in cash by the Parent Borrower
and its Subsidiaries during such period that are made in connection with any prepayment, early 

  
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extinguishment or conversion of Indebtedness to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income, (x) without
duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Parent Borrower or any of its Subsidiaries pursuant to binding contracts entered into prior to or during such
period relating to Investments constituting the acquisition of Property, assets, a business or a Person (including any Permitted Business Acquisition) or other Investments (in each case, to the extent permitted by clause (j), (k) or (l) of
Section 7.8) to be consummated or made during the period of four consecutive fiscal quarters of the Parent Borrower following the end of such period (provided that such amounts shall be included in Excess Cash Flow in any future period
in which such cash payment is to be made to the extent not paid in cash in such future period), (xi) the amount of cash taxes (including penalties and interest) paid or tax reserves set aside or payable (without duplication) in such period to
the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, (xii) the aggregate amount of non-recurring fees, costs and expenses in connection with Investments constituting the acquisition
of Property, assets, a business or a Person (including any Permitted Business Acquisition) permitted by clause (j), (k) or (l) of Section 7.8, and any payments thereof, to the extent not expensed and not deducted in calculating
Consolidated Net Income, and (xiii) the aggregate amount paid by the Parent Borrower and its Subsidiaries in respect of any Permitted Bond Hedge Transaction during such period (net of the aggregate amount received by the Parent Borrower and its
Subsidiaries in respect of any Permitted Warrant Transaction during such period) to the extent not paid through the incurrence of Indebtedness or issuance of Capital Stock. 

“Excess Cash Flow Application Date”: as defined in Section 2.12(c). 

“Excess Cash Flow Percentage”: with respect to any fiscal year of the Parent Borrower, the Excess Cash Flow
Percentage determined based upon the Consolidated Senior Secured Leverage Ratio as at the last day of such fiscal year in accordance with the chart set forth below: 
  

					
	 Consolidated Senior

Secured Leverage Ratio
	  	Excess Cash Flow Percentage	 
	 Less than 3.50
	  	 	0	% 
	 Less than 4.00 but greater

than or equal to 3.50
	  	 	25	% 
	 Greater than or equal to 4.00
	  	 	50	% 

 “Exchange Rate”: on any day, with respect to any Optional Currency, the rate
at which such Optional Currency may be exchanged into Dollars, as set forth at approximately 11:00 A.M., Local Time, on such day on the relevant Reuters currency page. In the event that any such rate does not appear on any Reuters currency page, the
Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates reasonably selected by the Administrative Agent in consultation with the Parent Borrower for such purpose or, at the discretion of
the Administrative Agent in consultation with the Parent Borrower, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in
respect of such Optional Currency are then being conducted, at or about 11:00 A.M., Local Time, on such day for the purchase of the applicable Optional Currency for delivery three Business Days later; provided that, if at the time of any such
determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any other reasonable method it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest error. 

  
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 “Excluded Foreign Subsidiary”: any Foreign Subsidiary or
Foreign Subsidiary Holdco (i) the Capital Stock of which is owned by a Foreign Subsidiary or a Foreign Subsidiary Holdco or (ii) in respect of which the pledge of 65% of the Capital Stock of such Subsidiary as Collateral could, in the good
faith judgment of the Parent Borrower, result in adverse tax consequences to the Parent Borrower or any of its Subsidiaries. 

“Excluded Swap Obligation”: with respect to any Guarantor, any Swap Obligation if, and to the extent that, and
only for so long as, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, as applicable, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity
Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure to constitute an “eligible contract
participant,” as defined in the Commodity Exchange Act and the regulations thereunder, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such
Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guarantee or security interest is
or becomes illegal. 
 “Existing Facility Letters of Credit”: as defined in Section 3.9. 

“Existing Lenders” means the Existing Revolving Credit Lenders and the Existing Term Loan Lenders. 

“Existing Revolving Credit Lender”: a “Revolving Credit Lender” under the Previous Credit Agreement.

 “Existing Revolving Credit Loans”: “Revolving Credit Loans” outstanding under the Previous
Credit Agreement immediately prior to the Closing Date. 
 “Existing Term Loans”: “Term Loans”
outstanding under the Previous Credit Agreement immediately prior to the Closing Date. 
 “Existing Term Loan
Lender”: a “Term Loan Lender” under the Previous Credit Agreement. 
 “Extended Multicurrency
Revolving Credit Commitments”: as defined in Section 10.1. 
 “Extended Multicurrency Revolving Credit
Facility”: as defined in Section 10.1. 
 “Extended Multicurrency Revolving Credit Loans”: as
defined in Section 10.1. 
 “Extended USD Revolving Credit Commitments”: as defined in
Section 10.1. 
 “Extended USD Revolving Credit Facility”: as defined in Section 10.1. 

“Extended USD Revolving Credit Loans”: as defined in Section 10.1. 

  
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 “Facility”: each of (a) the Tranche A Term Loan
Facility, (b) the Delayed Draw Term Loan Facility, (c) the Multicurrency Revolving Credit Facility, (d) the USD Revolving Credit Facility, (e) any Incremental Term Loan Facility, (f) any Extended Multicurrency Revolving
Credit Facility and (g) any Extended USD Revolving Credit Facility. 
 “FATCA”: Sections 1471 through
1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any
agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and
implementing such Sections of the Code. 
 “Federal Funds Effective Rate” means,: for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall
be set forth on its publicthe
NYFRB’s
wWebsite from time to time, and published on the
next succeeding Business Day by the NYFRB as the effective
federal funds effective rate; provided that if the Federal Funds Effective Rate as so
determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement (other than for purposes of calculating the Alternate Base Rate). 

“Federal
 Reserve Board”: the Board of Governors of the Federal Reserve System of the United States of America. 

“Filtration Acquisition”: the acquisition of all of the issued and outstanding common stock of Palmerton
Holdings, Inc. and all of the issued and outstanding equity securities of Buffalo Filter LLC pursuant to the Filtration Acquisition Agreement. 

“Filtration Acquisition Agreement”: that certain Securities Purchase Agreement, dated as of December 13,
2018, between the Parent Borrower and Filtration Group FGC LLC. 
 “Filtration Acquisition Closing Date”:
the date on which the conditions precedent set forth in Section 5.4 shall have been satisfied. 
 “Filtration
Acquisition Signing Date”: December 13, 2018. 
 “Filtration Bridge Facility”: a 364-day
unsecured bridge facility incurred to finance the consummation of the Filtration Acquisition; provided that the aggregate principal amount of the Filtration Bridge Facility shall not exceed $250,000,000 at any time outstanding. 

“Floor”:
 the benchmark rate floor, if any, in effect in this Agreement with respect to the Adjusted Eurocurrency Rate. 

“Foreign Subsidiary”: except as provided in the definition of Domestic Subsidiary, any Subsidiary of the
Parent Borrower that is not a Domestic Subsidiary. 
 “Foreign Subsidiary Borrowers”: Linvatec Nederland
B.V. and any other Foreign Subsidiary with respect to which the conditions set forth in Section 2.25 shall have been satisfied. 

“Foreign Subsidiary Holdco”: any Subsidiary of the Parent Borrower organized under the laws of any
jurisdiction within the United States (including CONMED Andover Medical, Inc.) substantially all of whose assets consist of Capital Stock of one or more Foreign Subsidiaries. 

  
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 “Funded Debt”: as to any Person, all Indebtedness of such
Person of the types described in clauses (a)-(e) of the definition of Indebtedness. 
 “Funding
Office”: the office of the Administrative Agent set forth in Section 10.2. 
 “GAAP”:
generally accepted accounting principles applicable in the United States for reporting entities domiciled in the United States as in effect from time to time, except that for purposes of Sections 7.1 and 7.2(d) and any financial covenant calculation
in Section 2.12, GAAP shall be determined on the basis of such principles in effect on December 31, 2018 and consistent with those used in the preparation of the most recent audited financial statements delivered pursuant to
Section 4.1. 
 “Governmental Authority”: any nation or government, any state or other political
subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of government (including any securities exchange or self-regulatory organization). 

“Guarantee and Collateral Agreement”: the Guarantee and Collateral Agreement, dated as of August 28,
2002, as amended by the First Amendment to Guarantee and Collateral Agreement, dated as of June 30, 2003, the Second Amendment to Guarantee and Collateral Agreement, dated as of April 13, 2006, the Third Amendment to Guarantee and
Collateral Agreement, dated as of January 17, 2013, and the Fourth Amendment to Guarantee and Collateral Agreement, dated as of January 4, 2016, attached hereto as Exhibit A-1. 

“Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation of
(a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case
guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or
indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds
(1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase
Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the
owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The
amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and
(b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Parent Borrower in good faith.

 “IBA”: as defined in Section 1.4. 

  
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 “Impacted Currency”: as defined in the definition of
“Eurocurrency Rate”. 
 “Impacted Interest Period”: as defined in the definition of
“Eurocurrency Rate”. 
 “Impacted Lender”: as defined in Section 2.22(b). 

“Increased Facility Activation Date”: any Business Day on which any Lender shall execute and deliver to the
Administrative Agent an Increased Facility Activation Notice pursuant to Section 2.28(a). 
 “Increased Facility
Activation Notice”: a notice substantially in the form of Exhibit G. 
 “Increased Facility Closing
Date”: any Business Day designated as such in an Increased Facility Activation Notice. 
 “Increased
Revolving Credit Commitments”: as defined in Section 2.28(a). 
 “Incremental Facility”: as
defined in Section 2.28(a). 
 “Incremental Term Loan Commitment”: as to any Lender, the obligation of
such Lender, if any, to make an Incremental Term Loan to the Parent Borrower hereunder in a principal amount equal to the amount set forth in the applicable Increased Facility Activation Notice. 

“Incremental Term Loan Lenders”: (a) on any Increased Facility Activation Date relating to Incremental
Term Loans, the Lenders signatory to the relevant Increased Facility Activation Notice and (b) thereafter, each Lender that is a holder of an Incremental Term Loan. 

“Incremental Term Loan Facility”: as defined in Section 2.28(a). 

“Incremental Term Loan Percentage”: as to any Lender, the percentage which the aggregate principal amount of
such Lender’s Incremental Term Loans then outstanding constitutes of the aggregate principal amount of the Incremental Term Loans then outstanding. 

“Incremental Term Loans”: any term loans made pursuant to Section 2.28. 

“Incremental Term Maturity Date”: with respect to the Incremental Term Loans to be made pursuant to any
Increased Facility Activation Notice, the maturity date specified in such Increased Facility Activation Notice, which date shall not be earlier than the final maturity of the Tranche A Term Loans. 

“Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness of such Person for
borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than current trade payables incurred in the ordinary course of such Person’s business, and overdue trade payables incurred in
the ordinary course of such Person’s business to the extent the amount or validity thereof is currently being contested in good faith by appropriate procedures and reserves in conformity with GAAP with respect thereto have been provided on the
books of the Parent Borrower or its Subsidiaries, as the case may be), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional
sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of


  
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such Property), (e) all Capital Lease Obligations of such Person (the amount of which shall be calculated without regard to imputed interest), (f) all obligations of such Person,
contingent or otherwise, as an account party under acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock
(other than common stock) of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above to the extent quantified as liabilities, contingent obligations
or like term in accordance with GAAP on the balance sheet (including notes thereto) of such Person; (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation
has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation (but
only to the extent of the fair market value of such Property); (j) for purposes of Section 8(e), all obligations of such Person in respect of Swap Agreements and (k) the liquidation value of any preferred Capital Stock of such Person
or its Subsidiaries held by any Person other than such Person and its Wholly-Owned Subsidiaries. 
 “Initial
Lender”: as defined in Section 10.18(b). 
 “Insolvency”: with respect to any Multiemployer
Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA. 

“Insolvent”: pertaining to a condition of Insolvency. 

“Instrument”: as defined in the Guarantee and Collateral Agreement. 

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to
intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all
rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom. 

“Interest Payment Date”: (a) as to any ABR Loan (other than any Swingline Loan), the last Business Day of
each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurocurrency Loan having an Interest Period of three months or less, the last day of such Interest Period,
(c) as to any Eurocurrency Loan having an Interest Period longer than three months, each day which is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, (d) as
to any Loan (other than any Revolving Credit Loan that is an ABR Loan or any Swingline Loan), the date of any repayment or prepayment made in respect thereof and (e) as to any Swingline Loan, the day that such Loan is required to be repaid.

 “Interest Period”: as to any Eurocurrency Loan, (a) initially, the period commencing on the
borrowing or conversion date, as the case may be, with respect to such Eurocurrency Loan and ending one week or one, two, three or six months (or if acceptable to all affected Lenders, twelve months or any shorter period) thereafter, as selected by
the Parent Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such
Eurocurrency Loan and ending one week or one, two, three or six months (or, if acceptable to all affected Lenders, twelve months or any shorter period) thereafter, as selected 

  
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by the Parent Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto;
provided that all of the foregoing provisions relating to Interest Periods are subject to the following: 
 (a) if any
Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar
month in which event such Interest Period shall end on the immediately preceding Business Day; 
 (b) any Interest Period
that would otherwise extend beyond the Revolving Credit Termination Date or beyond the final maturity date of the Tranche A Term Loans or any Incremental Term Loans, as the case may be, shall end on the Revolving Credit Termination Date or such
final maturity date, as applicable; 
 (c) any Interest Period that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; 

(d) the relevant Borrower shall use reasonable efforts to select Interest Periods so as not to require a payment or prepayment
of any Eurocurrency Loan during an Interest Period for such Loan; and 
 (e) with respect to any Loans to be made on the
Closing Date or the Filtration Acquisition Closing Date, the Parent Borrower may select an Interest Period ending on March 29, 2019. 
 Notwithstanding
the foregoing, each Interest Period for Revolving Credit Loans in an Optional Currency as to which the Overnight Eurocurrency Rate shall apply shall commence on a Business Day and end on the next succeeding Business Day. 

“Interpolated Rate”: at any time and with respect to any Impacted Currency for any Impacted Interest Period,
the rate per annum (rounded to the same number of decimal places as the applicable Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results
from interpolating on a linear basis between: (a) the applicable Screen Rate (for the longest period for which such Screen Rate is available in the Impacted Currency) that is shorter than the Impacted Interest Period and (b) the applicable
Screen Rate (for the shortest period for which such Screen Rate is available for the Impacted Currency) that exceeds the Impacted Interest Period, in each case, as of the Specified Time on the Quotation Day. When determining the rate for a period
which is less than the shortest period for which the applicable Screen Rate is available, such Screen Rate for purposes of clause (a) above shall be deemed to be (i) if the Impacted Currency is Dollars, the overnight rate for Dollars
determined by the Administrative Agent from such service as the Administrative Agent may select in its reasonable discretion and (ii) otherwise, the Overnight Eurocurrency Rate. 

“Inventory”: as defined in the Guarantee and Collateral Agreement. 

“Investment”: as defined in Section 7.8. 

“IRS”: as defined in Section 2.20(d). 

  
 26 














“ISDA
 Definitions”: the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, 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. 

“Issuing Lender”: JPMorgan Chase Bank, N.A., in its capacity as issuer of any Letter of Credit. 

“Joint Bookrunners”: collectively, JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wells Fargo Securities, LLC and Barclays Bank PLC. 
 “Joint Lead Arrangers”: collectively,
JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and Barclays Bank PLC. 

“Judgment Currency”: as defined in Section 10.19(a). 

“Judgment Currency Conversion Date”: as defined in Section 10.19(a). 

“L/C Commitment”: $25,000,000. 

“L/C Exposure”: as to any USD Revolving Credit Lender at any time, an amount equal to such USD Revolving
Credit Lender’s USD Revolving Credit Percentage of the total L/C Obligations at such time; provided that in the case of Section 2.6(a), when a Defaulting Lender shall exist, the L/C Exposure of any USD Revolving Credit Lender shall
be adjusted to give effect to any reallocation effected pursuant to Section 2.27. 
 “L/C Fee Payment
Date”: the last day of each March, June, September and December and the Revolving Credit Termination Date. 

“L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and
unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5. 

“L/C Participants”: collectively, all the USD Revolving Credit Lenders other than the Issuing Lender. 

“Lead Arranger”: JPMorgan Chase Bank, N.A. 

“Lender Parent”: with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a
Subsidiary. 
 “Lender Presentation”: the Lender Presentation dated December 14, 2018 and furnished to
the Lenders and identified as such by the Parent Borrower. 
 “Lenders”: as defined in the preamble hereto.

 “Letters of Credit”: as defined in Section 3.1(a). 

  
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 “LIBOR Screen Rate”: for any day and time, with respect to
any Borrowings of Eurocurrency Loans for any applicable currency (other than euros) and for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the
administration of such rate for Dollars or the relevant currency) for a period equal in length to such Interest Period as displayed on such day and at such time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the
event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as
selected by the Administrative Agent in its reasonable discretion). 
 “Lien”: any mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including
any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing). 

“Liquidity”: at any time, the sum of (a) the aggregate amount of unrestricted cash and Cash Equivalents
of the Parent Borrower and its Subsidiaries that would appear on the consolidated balance sheet of the Parent Borrower and its Subsidiaries at such time plus (b) the aggregate amount of the Available Revolving Credit Commitments at such
time. 
 “Loan”: any loan made by any Lender pursuant to this Agreement. 

“Loan Documents”: this Agreement, the Security Documents, the Applications and, except for purposes of
Section 10.1, the Notes. 
 “Loan Parties”: the Parent Borrower and each Subsidiary that is a party to
a Loan Document. 
 “Local Time”: (a) with respect to Loans denominated in Sterling or in euros, London
time and (b) for all other purposes, New York City time. 
 “Majority Facility Lenders”: with respect
to any Facility, the holders of more than 50% of the aggregate principal amount of the Term Loans, the Total Multicurrency Revolving Extensions of Credit or the Total USD Revolving Extensions of Credit, as the case may be, then outstanding under
such Facility (or, (i) in the case of any Revolving Credit Facility, prior to any termination of the Revolving Credit Commitments under such Revolving Credit Facility, the holders of more than 50% of the Total Revolving Credit Commitments under
such Revolving Credit Facility and (ii) in the case of the Delayed Draw Term Loan Facility prior to the termination of the Delayed Draw Term Loan Commitments, the holders of more than 50% of the Total Delayed Draw Term Loan Commitments). 

“Material Acquisition”: any acquisition of Property or series of related acquisitions of Property (other than
from the Parent Borrower or any Subsidiary) that (x) constitutes assets comprising all or substantially all of an operating unit or a business, line of business or product line or constitutes all or substantially all of the common stock of a
Person and (y) involves the payment of consideration by the Parent Borrower and its Subsidiaries in excess of $25,000,000. 

“Material Adverse Effect”: a material adverse effect on (a) the business, results of operations, assets
or financial position of the Parent Borrower and its Subsidiaries taken as a whole, (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders
hereunder or thereunder or (c) the ability of the Parent Borrower to perform any of its obligations under this Agreement. 

  
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 “Material Disposition”: any Disposition of Property or
series of related Dispositions of Property that yields net proceeds to the Parent Borrower and its Subsidiaries in excess of $25,000,000. 

“Material Domestic Subsidiary”: at any time, any Domestic Subsidiary (i) which is directly owned by the
Parent Borrower or any Subsidiary and (ii) with respect to which either (A) its revenues for the most recently ended fiscal year for which audited financial statements are available exceed 2.5% of the aggregate revenues of the Parent
Borrower and its Subsidiaries on a consolidated basis for such period or (B) its total assets at the end of the most recently completed fiscal year for which audited financial statements are available exceed 2.5% of the aggregate total assets
at such time of the Parent Borrower and its Subsidiaries on a consolidated basis; provided that if at any time (x) the aggregate revenues of all Domestic Subsidiaries that are not Material Domestic Subsidiaries pursuant to this
definition for the most recently ended fiscal year for which audited financial statements are available exceed 5% of the aggregate annual revenues of the Parent Borrower and its Subsidiaries on a consolidated basis for such period or (y) the
aggregate total assets of all Domestic Subsidiaries that are not Material Domestic Subsidiaries pursuant to this definition at the end of the most recently completed fiscal year for which audited financial statements are available exceed 5% of the
aggregate total assets of the Parent Borrower and its Subsidiaries at such time, then, in each case, the Parent Borrower shall within 10 Business Days of the receipt of such audited financial statements designate sufficient Domestic Subsidiaries as
“Material Domestic Subsidiaries” to eliminate such excess, and such designated Domestic Subsidiaries shall for all purposes of this Agreement constitute Material Domestic Subsidiaries until such time as such designation is no longer
necessary for purposes of applying this proviso. 
 “Material Foreign Subsidiary”: at any time, any Foreign
Subsidiary or Foreign Subsidiary Holdco, in each case, other than any Excluded Foreign Subsidiary, (i) which is directly owned by the Parent Borrower or any Domestic Subsidiary and (ii) with respect to which either (A) its annual
pre-tax income exceeds $15,000,000 for the most recently ended fiscal year for which audited financial statements are available or (B) its total assets at the end of the most recently completed fiscal year for which audited financial statements
are available are greater than $15,000,000; provided that (x) if the aggregate pre-tax income of all Foreign Subsidiaries and Foreign Subsidiary Holdcos that are not Material Foreign Subsidiaries (but excluding the Excluded Foreign
Subsidiaries for purposes of this calculation) exceeds $30,000,000 for the most recently ended fiscal year for which audited financial statements are available or (y) the aggregate total assets of all Foreign Subsidiaries and Foreign Subsidiary
Holdcos that are not Material Foreign Subsidiaries (but excluding the Excluded Foreign Subsidiaries for purposes of this calculation) at the end of the most recently completed fiscal year for which audited financial statements are available exceeds
$50,000,000, then, in each case, the Parent Borrower shall within 10 Business Days of the receipt of such audited financial statements designate sufficient Foreign Subsidiaries and/or Foreign Subsidiary Holdcos, in each case, other than Excluded
Foreign Subsidiaries, as “Material Foreign Subsidiaries” to eliminate such excess, and such designated Foreign Subsidiaries and/or Foreign Subsidiary Holdcos, as applicable, shall for all purposes of this Agreement constitute Material
Foreign Subsidiaries until such time as such designation is no longer necessary for purposes of applying this proviso. 

“Materials of Environmental Concern”: any gasoline or petroleum (including crude oil or any fraction thereof)
or petroleum products or any hazardous or toxic substances, materials or wastes, defined or to the extent regulated as such in or under any applicable Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.


  
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 “Multicurrency Revolving Credit Commitment”: as to any
Lender, the obligation of such Lender, if any, to make Multicurrency Revolving Credit Loans in an aggregate principal amount not to exceed the amount set forth under the heading “Multicurrency Revolving Credit Commitment” opposite such
Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The Dollar Equivalent of the original amount of
the Total Multicurrency Revolving Credit Commitments is $100,000,000. 
 “Multicurrency Revolving Credit
Facility”: the Multicurrency Revolving Credit Commitments and the extensions of credit made thereunder. 

“Multicurrency Revolving Credit Lender”: each Lender that has a Multicurrency Revolving Credit Commitment or
that has made a Multicurrency Revolving Credit Loan. 
 “Multicurrency Revolving Credit Loans”: revolving
credit loans denominated in Dollars or an Optional Currency made in respect of the Multicurrency Revolving Credit Commitments. 

“Multicurrency Revolving Credit Percentage”: as to any Multicurrency Revolving Credit Lender at any time, the
percentage which such Lender’s Multicurrency Revolving Credit Commitment then constitutes of the Total Multicurrency Revolving Credit Commitments (or, at any time after the Multicurrency Revolving Credit Commitments shall have expired or
terminated, the percentage which the aggregate principal amount of such Lender’s Multicurrency Revolving Extensions of Credit then outstanding constitutes of the aggregate principal amount of the Total Multicurrency Revolving Extensions of
Credit then outstanding). Notwithstanding the foregoing, when a Defaulting Lender shall exist (i) in the case of Section 2.27, Multicurrency Revolving Credit Percentages shall be determined without regard to any Defaulting Lender’s
Multicurrency Revolving Credit Commitment and (ii) in the case of the defined term “Multicurrency Revolving Extensions of Credit” (other than as used in Section 2.27(c)) and Section 2.4(a), Multicurrency Revolving Credit
Percentages shall be adjusted to give effect to any reallocation effected pursuant to Section 2.27(c). 

“Multicurrency Revolving Extensions of Credit”: as to any Multicurrency Revolving Credit Lender at any time,
an amount equal to the aggregate principal amount of all Multicurrency Revolving Credit Loans made by such Lender then outstanding. 

“Multiemployer Plan”: a Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

 “Net Cash Proceeds”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds
thereof received by the Parent Borrower and its Subsidiaries in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of attorneys’ fees, accountants’ fees, investment banking fees, brokerage fees, amounts required to be applied to the repayment of
Indebtedness (including principal, premium, penalty and interest) secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document), other
customary fees and expenses incurred in connection therewith (including costs incurred in obtaining any proceeds from a 

  
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Recovery Event), any payments required to be made by law, rule or regulation to a third party in connection therewith, any reserves established in accordance with GAAP (provided such
reserved amounts shall be Net Cash Proceeds to the extent and at the time of reversal of any reserve to the extent not applied), any reserves for indemnification (provided such reserved amounts shall be Net Cash Proceeds to the extent and at
the time of reversal of any reserve to the extent not applied) and taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and
(b) in connection with any issuance or sale of equity securities or debt securities or instruments or the incurrence of loans, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees,
accountants’ fees, underwriting discounts and commissions and other customary fees and expenses incurred in connection therewith and after giving effect to the application of any Indebtedness being repaid (including principal, premium, penalty
and interest). 
 “New Lender”: as defined in Section 2.28(b). 

“New Lender Supplement”: as defined in Section 2.28(b). 

“Non-Excluded Taxes”: as defined in Section 2.20(a). 

“Non-U.S. Lender”: as defined in Section 2.20(d). 

“Notes”: collectively, any promissory note evidencing Loans. 

“NYFRB”
means: the Federal Reserve Bank of New York.


“NYFRB’s
 Website”: the website of the NYFRB at http://www.newyorkfed.org, or any successor source. 

“NYFRB Rate”
means,: for any day, the greater of (a) the
Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates
are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a federal funds broker
of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement (other than for purposes of
calculating the Alternate Base Rate). 
 “Obligations”: the unpaid principal of and interest on
(including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to
any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of each Borrower to the Administrative Agent or to any Lender (or, in the case of Swap
Agreements, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document,
the Letters of Credit, any Swap Agreement entered into with any Lender or any affiliate of any Lender or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by any Borrower pursuant hereto) or otherwise. 

  
 31 













 “OID”: as defined in Section 2.28(a). 

“Optional Currency”: euros and Sterling. 

“Other Taxes”: any and all present or future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, including any interest, additions to tax or penalties
applicable thereto. 
 “Overnight Bank Funding Rate” means,: for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the
NYFRB as set forth on its
publicthe NYFRB’s wWebsite from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

 “Overnight Eurocurrency Rate”: with respect to any amount denominated in an Optional Currency, the
rate of interest per annum at which overnight deposits in the applicable Optional Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of
JPMorgan Chase Bank, N.A. in the applicable offshore interbank market for such currency to major banks in such interbank market. 

“Parent Borrower”: as defined in the preamble hereto. 

“Participant”: as defined in Section 10.6(c)(i). 

“Participant Register”: as defined in Section 10.6(c)(i). 

“Participating Member State”: means any member state of the European Communities that adopts or has adopted
the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union. 

“PATRIOT Act”: the “Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001”, Title III of Pub. L. 107-56, signed into law on October 26, 2001. 

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or
any successor). 
 “Permitted Bond Hedge Transaction”: any call or capped call option (or substantively
equivalent derivative transaction) relating to common stock of the Parent Borrower (or other securities or property following a merger event or other change of the common stock of the Parent Borrower) entered into by the Parent Borrower in
connection with the issuance of any Permitted Unsecured Indebtedness; provided that the amount paid by the Parent Borrower to any counterparty in connection with the execution and delivery of such Permitted Bond Hedge Transaction, less the
proceeds received by the Parent Borrower in connection with the execution and delivery of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Parent Borrower from the sale of such Permitted Unsecured
Indebtedness. 
  

  
 32 













 “Permitted Business Acquisition”: any acquisition of all or
substantially all the assets of, shares or other equity interests in, or intellectual property, distribution, co-marketing or other co-promotion or other similar rights with respect to, a Person or division or line of business of a Person (or any
subsequent investment made in a previously acquired Permitted Business Acquisition) if immediately after giving effect thereto: (a) no Default or Event of Default shall have occurred and be continuing or would result therefrom (or, with respect
to the Filtration Acquisition, no Event of Default under clause (a) or clause (f) of Article VIII shall have occurred and be continuing), (b) all transactions related thereto shall be consummated in accordance with applicable laws in
all material respects, (c) any acquired or newly formed corporation, partnership, association or other business entity shall be a Subsidiary and all actions required to be taken, if any, with respect to such acquired or newly formed Subsidiary
under Section 6.9 shall have been taken and (d)(i) the Consolidated Senior Secured Leverage Ratio of the Parent Borrower and its Subsidiaries, computed on a pro forma basis as at the last day of the most recently ended fiscal
quarter of the Parent Borrower and its Subsidiaries for which financial statements are available as if such acquisition and related financings or other transactions (without regard to the making of any earn-out payments) had occurred on the first
day of the relevant period for testing such compliance, is no greater than the Consolidated Senior Secured Leverage Ratio that is 0.25x lower than the Consolidated Senior Secured Leverage Ratio in effect for such fiscal quarter under
Section 7.1(a) (or, in the case of the Filtration Acquisition, at the election of the Parent Borrower, the Consolidated Senior Secured Leverage Ratio of the Parent Borrower and its Subsidiaries, computed on a pro forma basis as at
the last day of the most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available as of the date of execution of the Filtration Acquisition Agreement as if the Filtration Acquisition and
related financings or other transactions (without regard to the making of any earn-out payments) had occurred on the first day of the relevant period for testing such compliance, is no greater than 4.00 to 1.00) and, if the amount of such investment
or series of related investments exceeds $100,000,000 (without regard to the making of any earn-out payments), then the Parent Borrower shall have delivered to the Administrative Agent an officers’ certificate to such effect, together with all
relevant financial information for such Subsidiary or assets, and (ii) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness (except for Indebtedness permitted by Section 7.2). 

“Permitted Subordinated Indebtedness”: any unsecured Indebtedness of the Parent Borrower or any Subsidiary
Guarantor (a) no part of the principal of which is stated to be payable or is required to be paid (whether by way of mandatory sinking fund, mandatory redemption, mandatory prepayment or other mandatory payment) prior to the final maturity date
of the Term Loans then outstanding or, if later, the Revolving Credit Termination Date, (b) the payment of the principal of which is subordinated to the prior payment in full of the Obligations, on terms and conditions no less favorable as a
whole to the Lenders than those contained in the Convertible Senior Subordinated Debentures Indenture or otherwise on terms and conditions reasonably satisfactory to the Required Lenders and (c) (i) otherwise containing terms, covenants and
conditions reasonably satisfactory in form and substance to the Required Lenders or (ii) otherwise containing terms, covenants and conditions no less favorable as a whole to the Lenders than those contained in the Convertible Senior
Subordinated Debentures Indenture, other than the rate of interest on any such Indebtedness, which shall be determined based on market conditions at the time of incurrence thereof for comparable instruments of like kind and structure. 

  
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 “Permitted Unsecured Indebtedness”: any unsecured
Indebtedness of the Parent Borrower or any Subsidiary Guarantor (a) other than with respect to the Filtration Bridge Facility, no part of the principal of which is stated to be payable or is required to be paid (whether by way of mandatory
sinking fund, mandatory redemption, mandatory prepayment or other mandatory payment) prior to the final maturity date of the Term Loans then outstanding or, if later, the Revolving Credit Termination Date (provided, however, that, if
the Parent Borrower or any Subsidiary Guarantor has the right to elect to pay, or elects to pay, the principal amount of any such unsecured Indebtedness in cash upon a holder’s exercise of its conversion or exchange right under such unsecured
Indebtedness, such right or payment is not limited by this clause (a)), (b) which shall not have any financial maintenance covenants, (c) [reserved], (d) which shall not have events of default that are materially more favorable to the
holders of such Indebtedness than the events of default set forth in this Agreement and (e) which shall have covenants that, in the reasonable judgment of the Parent Borrower, are generally customary for similarly situated issuers in capital
markets transactions at the time of issuance or similarly situated borrowers in loan transactions at the time of incurrence, as applicable. 

“Permitted Warrant Transaction”: any call option, warrant or right to purchase (or substantively equivalent
derivative transaction) relating to the Parent Borrower’s common stock (or other securities or property following a merger event or other change of the common stock of the Parent Borrower) and/or cash (in an amount determined by reference to
the price of such common stock) entered into by the Parent Borrower substantially concurrently with any entry into by the Parent Borrower of a Permitted Bond Hedge Transaction. 

“Person”: an individual, partnership, corporation, limited liability company, business trust, joint stock
company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. 

“Plan”: at a particular time, any “employee benefit plan” (as defined in Section 3(3) of ERISA)
that is subject to ERISA and in respect of which the Parent Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in
Section 3(5) of ERISA. 
 “Plan Asset Regulations” means: 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time. 

“Pledge Eligible Foreign Subsidiary (65%)”: any Foreign Subsidiary or Foreign Subsidiary Holdco (i) the
Capital Stock of which is directly owned by the Parent Borrower or a Domestic Subsidiary and (ii) in respect of which the pledge of 65% of the Capital Stock of such Subsidiary as Collateral should not, in the good faith judgment of the Parent
Borrower, result in adverse tax consequences to the Parent Borrower or any of its Subsidiaries. 
 “Pledge Eligible
Foreign Subsidiary (100%)”: any Foreign Subsidiary or Foreign Subsidiary Holdco (i) the Capital Stock of which is directly owned by the Parent Borrower or a Domestic Subsidiary and (ii) in respect of which (a) the pledge of
all of the Capital Stock of such Subsidiary as Collateral and (b) the guaranteeing by such Subsidiary of the Obligations should not, in the good faith judgment of the Parent Borrower, result in adverse tax consequences to the Parent Borrower or
any of its Subsidiaries. 
 “Post-Acquisition Period”: with respect to any Material Acquisition, the period
beginning on the date such transaction is consummated and ending on the date that is twelve months after the date on which such transaction is consummated. 

  
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 “Previous Credit Agreement”: as defined in the recitals
hereto. 
 “Pricing Grid”: the table set forth below: 

 

													
	 Consolidated Senior Secured Leverage
Ratio
	  	Applicable
Margin for
Tranche A
Term Loans
and
Revolving
Credit Loans
that are
Eurocurrency
Loans	 	 	Applicable
Margin
for
Tranche A
Term
Loans and
Revolving
Credit
Loans that
are ABR
Loans	 	 	Commitment
Fee Rate	 
	 Greater than or equal to 4.00
	  	 	3.00	% 	 	 	2.00	% 	 	 	0.50	% 
	 Less than 4.00 but greater than or equal to 3.50
	  	 	2.75	% 	 	 	1.75	% 	 	 	0.45	% 
	 Less than 3.50 but greater than or equal to 3.00
	  	 	2.625	% 	 	 	1.625	% 	 	 	0.40	% 
	 Less than 3.00 but greater than or equal to 2.50
	  	 	2.50	% 	 	 	1.50	% 	 	 	0.375	% 
	 Less than 2.50 but greater than or equal to 2.00
	  	 	2.25	% 	 	 	1.25	% 	 	 	0.35	% 
	 Less than 2.00 but greater than or equal to 1.50
	  	 	2.00	% 	 	 	1.00	% 	 	 	0.30	% 
	 Less than 1.50
	  	 	1.875	% 	 	 	0.875	% 	 	 	0.25	% 

 Changes in the Applicable Margin with respect to Revolving Credit Loans, Tranche A Term Loans
or in the Commitment Fee Rate resulting from changes in the Consolidated Senior Secured Leverage Ratio shall become effective on the date (the “Adjustment Date”) on which financial statements are delivered to the Lenders pursuant to
Section 6.1 (but in any event not later than the 45th day after the end of each of the first three quarterly periods of each fiscal year or the 90th day after the end of each fiscal year, as the case may be) and shall remain in effect until the
next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified above, then, until such financial statements are delivered, the Consolidated Senior Secured
Leverage Ratio as at the end of the fiscal period that would have been covered thereby shall for the purposes of this definition be deemed to be greater than 4.00 to 1.00. In addition, at all times while an Event of Default shall have occurred and
be continuing, the Consolidated Senior Secured Leverage Ratio shall for the purposes of this definition be deemed to be greater than 4.00 to 1.00. Each determination of the Consolidated Senior Secured Leverage Ratio pursuant to this definition shall
be made with respect to the period of four consecutive fiscal quarters of the Parent Borrower and its Subsidiaries ending at the end of the period covered by the relevant financial statements. 

“Prime Rate”: the rate of interest per annum publicly last quoted by The Wall Street Journal in the U.S. as
the prime rate in effect or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime
loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Board (as determined by the Administrative Agent). Each change in the Prime Rate
shall be effective from and including the date such change is publicly announced or quoted as being effective. 

  
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 “Pro Forma Adjustment”: with respect to any Material
Acquisition, the pro forma increase or decrease (for the avoidance of doubt, net of any such increase or decrease realized) in Consolidated EBITDA certified by a Responsible Officer as having been determined in good faith to be reasonably
anticipated to be realizable within the Post-Acquisition Period as a result of (a) actions taken or expected to be taken during the Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost
savings, reductions or synergies or (b) any additional costs incurred during the Post-Acquisition Period to achieve such cost savings, reductions or synergies; provided that, so long as such actions are taken or expected to be taken
prior to or during such Post-Acquisition Period or such costs are incurred prior to or during such Post-Acquisition Period, as applicable, the cost savings, reductions or synergies related to such actions or such additional costs, as applicable, may
be assumed, for purposes of determining such pro forma increase or decrease to such Consolidated EBITDA, to be realizable, or in the case of additional costs, to be incurred, during the entirety of the applicable period of four consecutive fiscal
quarters; provided, further, that any such pro forma increase or decrease to Consolidated EBITDA shall be without duplication for cost savings, synergies or additional costs already included in Consolidated EBITDA for the applicable
period of four consecutive fiscal quarters. 
 “Pro Forma Financial Statements”: as defined in
Section 4.1(a). 
 “Projections”: as defined in Section 6.2(c). 

“Properties”: as defined in Section 4.17(a). 

“Property”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed
and whether tangible or intangible, including Capital Stock. 
 “PTE” means: a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. 

“Quotation Day”: in respect of the determination of the Adjusted Eurocurrency Rate for any Interest Period for
Eurocurrency Loans in Dollars or any Optional Currency, the day on which quotations would ordinarily be given by prime banks in the London interbank market for deposits in such currency for delivery on the first day of such Interest Period for such
Interest Period; provided that, if quotations would ordinarily be given on more than one date, the Quotation Day for such Interest Period shall be the last of such dates. On the date hereof, the Quotation Day in respect of any Interest Period
(i) for Dollars or euros is customarily the day which is two Business Days prior to the first day of such Interest Period and (ii) for Sterling is customarily the day which is the first day of such Interest Period. 

“Reaffirmation Agreement”: a reaffirmation agreement substantially in the form of Exhibit A-2 attached hereto.

 “Receivables Transfer Program”: a program under which the Parent Borrower or any of its Subsidiaries
sell, transfer, encumber or otherwise dispose of accounts receivable or related ancillary rights or assets, or interests therein, without recourse (except for customary representations and customary non-credit dilution provisions) other than with
respect to the Parent Borrower’s or such Subsidiary’s retained interest in such accounts receivable or related ancillary rights or assets, such program to have substantially the terms and conditions provided to the Administrative Agent
prior to the Closing Date, as such terms and conditions may be amended, supplemented or otherwise modified from time to time. 

  
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 “Recovery Event”: any settlement of or payment in respect
of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Parent Borrower or any of its Subsidiaries (excluding, for the avoidance of doubt, the proceeds of business interruption insurance for lost
revenues). 

“Reference
 Time” with respect to any setting of the then-current Benchmark means (a) if such Benchmark is the Relevant Rate with respect to any Agreed Currency (other than euros), 11:00 a.m., London time, on the day that is two London banking days
preceding the date of such setting, and (b) otherwise, the time determined by the Administrative Agent in its reasonable discretion. 

“Refunded Swingline Loans”: as defined in Section 2.7(b). 

“Register”: as defined in Section 10.6(b)(iv). 

“Regulation U”: Regulation U of the Board as in effect from time to time. 

“Reimbursement Obligation”: the obligation of any Borrower to reimburse the Issuing Lender pursuant to
Section 3.5 for amounts drawn under Letters of Credit. 
 “Reinvestment Deferred Amount”: with respect
to any Reinvestment Event, the aggregate Net Cash Proceeds received by the Parent Borrower or any of its Subsidiaries in connection therewith that are not applied to prepay the Term Loans pursuant to Section 2.12(b) as a result of the delivery
of a Reinvestment Notice. 
 “Reinvestment Event”: any Asset Sale or Recovery Event in respect of which the
Parent Borrower has delivered a Reinvestment Notice. 
 “Reinvestment Notice”: a written notice executed by
a Responsible Officer stating that no Event of Default has occurred and is continuing and that the Parent Borrower (directly or indirectly through a Subsidiary) in good faith intends to use all or a specified portion of the Net Cash Proceeds of an
Asset Sale or Recovery Event to restore, rebuild, repair, construct, improve, maintain, upgrade, develop, replace or otherwise acquire assets (other than inventory acquired in the ordinary course of business) useful in its business; it being
understood that (a) the Parent Borrower may elect by such notice to reinvest proceeds attributable to any such Asset Sale or Recover Event prior to receipt of such Net Cash Proceeds and (b) upon such receipt, such Net Cash Proceeds shall
be deemed reinvested so long as such reinvestment has been consummated. 
 “Reinvestment Prepayment Amount”:
with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to restore, rebuild, repair, construct, improve, maintain, upgrade, develop,
replace or otherwise acquire assets useful in the Parent Borrower’s or any Subsidiary’s business (other than any amount expended to acquire inventory in the ordinary course of business) or to make Permitted Business Acquisitions or other
Investments (other than Investments constituting the acquisition inventory in the ordinary course of business) permitted pursuant to clause (j), (k) or (l) of Section 7.8. 

“Reinvestment Prepayment Date”: with respect to any Reinvestment Event, the earlier of (a) the date
occurring twelve months after such Reinvestment Event (or, if the Parent Borrower or any Subsidiary shall have entered into a legally binding commitment within twelve months after such Reinvestment Event to restore, rebuild, repair, construct,
improve, maintain, upgrade, 

  
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develop, replace or otherwise acquire assets (other than inventory acquired in the ordinary course of business) useful in the Parent Borrower’s or such Subsidiary’s business or to make
Permitted Business Acquisitions or other Investments (other than Investments constituting the acquisition inventory in the ordinary course of business) permitted pursuant to clause (j), (k) or (l) of Section 7.8 with the applicable
Reinvestment Deferred Amount, the date occurring 18 months after such Reinvestment Event) and (b) the date on which the Parent Borrower shall have determined not to, or shall have otherwise ceased to, acquire assets useful in the Parent
Borrower’s or any Subsidiary’s business with all or any portion of the relevant Reinvestment Deferred Amount. 
 “Relevant Governmental Body”: (a) with respect to a Benchmark Replacement in respect of Loans denominated in
Dollars, the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto and (b) with respect to a Benchmark Replacement in respect
of Loans denominated in any Optional Currency, (i) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising either (A) such Benchmark
Replacement or (B) the administrator of such Benchmark Replacement or (ii) any working group or committee officially endorsed or convened by (A) the central bank for the currency in which such Benchmark Replacement is denominated,
(B) any central bank or other supervisor that is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement, (C) a group of those central banks or other supervisors or
(D) the Financial Stability Board or any part thereof. 
 “Relevant Rate”: with respect to a Eurocurrency Loan denominated in an Agreed Currency, the Eurocurrency Rate
applicable thereto. 
 “Reportable Event”: any
of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043. 

“Required Lenders”: the holders of more than 50% of the sum of (i) the aggregate principal amount of the
Term Loans then outstanding, (ii) the Total Delayed Draw Term Loan Commitments then in effect, (iii) the Total Multicurrency Revolving Credit Commitments or, if the Multicurrency Revolving Credit Commitments have been terminated, the Total
Multicurrency Revolving Extensions of Credit and (iv) the Total USD Revolving Credit Commitments or, if the USD Revolving Credit Commitments have been terminated, the Total USD Revolving Extensions of Credit. 

“Requirement of Law”: as to any Person, the Certificate of Incorporation and
By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject. 

“Reset Date”: as defined in Section 1.3(a). 

“Resolution Authority”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK
Resolution Authority. 
 “Responsible Officer”: the chief executive officer, president, chief financial
officer, treasurer, controller or general counsel (or other officer satisfactory to the Lenders) of the Parent Borrower, but in any event, with respect to financial matters, the chief financial officer, treasurer, controller (or other officer
satisfactory to the Lenders) of the Parent Borrower. 

  
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 “Revolving Credit Commitments”: the USD Revolving Credit
Commitments and the Multicurrency Facility Revolving Credit Commitments, as applicable. 
 “Revolving Credit
Commitment Period”: the period from and including the Closing Date to the Revolving Credit Termination Date. 

“Revolving Credit Facility”: each of the USD Revolving Credit Facility and the Multicurrency Revolving Credit
Facility, as applicable. 
 “Revolving Credit Lender”: each of the USD Revolving Credit Lenders and each of
the Multicurrency Revolving Credit Lenders, as applicable. 
 “Revolving Credit Loans”: the USD Revolving
Credit Loans and the Multicurrency Revolving Credit Loans, as applicable. 
 “Revolving Credit Termination
Date”: the earlier of (a) the fifth anniversary of the Closing Date and (b) the date that is 91 days prior to the earliest scheduled maturity date of the Convertible Notes if, as of such date, more than $150,000,000 in aggregate
principal amount of the Convertible Notes (or any refinancing thereof) remains outstanding with a maturity date earlier than 91 days after the date set forth in clause (a) above, as such date may be extended in accordance with
Section 10.1; provided, however, in each case, if such date is not a Business Day, the Revolving Credit Termination Date shall be the immediately succeeding (or in the case of clause (b) above, the immediately preceding)
Business Day. 
 “Revolving Extensions of Credit”: the USD Revolving Extensions of Credit or the
Multicurrency Revolving Extensions of Credit, as applicable. 
 “Sanctioned Country”: at any time, a
country, region or territory that is itself the target of any Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine). 

“Sanctioned Person”: at any time, (a) any Person listed in any Sanctions-related list of designated
Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or by the United Nations Security Council, the European Union or any European Union member state or Her Majesty’s
Treasury of the United Kingdom (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons. 

“Sanctions”: economic or financial sanctions or trade embargoes imposed, administered or enforced from time to
time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or (b) the United Nations Security Council, the European Union,
any European Union member state or Her Majesty’s Treasury of the United Kingdom. 
 “Screen Rate”: the
EURIBOR Screen Rate and the LIBOR Screen Rate, collectively and individually, as the context may require. 

  
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 “SEC”: the Securities and Exchange Commission (or
successors thereto or an analogous Governmental Authority). 
 “Second Amendment Effective Date”:
April 17, 2020. 
 “Security Documents”: the collective reference to the Guarantee and Collateral
Agreement and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any Property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document. 

“SOFR”:
 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 at approximately 8:00 a.m., New York City time, on
the immediately succeeding Business Day. 
 “SOFR Administrator”: the NYFRB (or a successor administrator of the secured overnight financing rate). 

“SOFR
 Administrator’s Website”: the NYFRB’s website, 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. 
 “Seller”: Filtration Group FGC LLC, a Delaware limited
liability company. 
 “Single Employer Plan”: any Plan which is covered by Title IV of ERISA, but which is
not a Multiemployer Plan. 
 “Solvent”: when used with respect to any Person, means that, as of any date of
determination, (a) the fair value of the assets of such Person and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair
saleable value of the property of such Person and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and matured, (c) such Person and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such
liabilities become absolute and matured and (d) such Person and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital. For purposes of this
definition, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability. 

“Specified Acquisition Agreement Representations”: such of the representations made by and on behalf of the
Seller or in respect of the Acquired Companies in the Filtration Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Parent Borrower has the right (taking into account any applicable cure provisions
set forth in the Filtration Acquisition Agreement) to terminate (or decline to consummate) its obligations under the Filtration Acquisition Agreement as a result of a breach of such representations in the Filtration Acquisition Agreement, in each
case, in accordance with the terms thereof. 

  
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 “Specified Representations”: those representations and
warranties in Section 4.3(a) (solely with respect to the Loan Parties), Section 4.4 (other than the third sentence thereof), the first sentence of Section 4.5 (solely with respect to the execution, delivery and performance of the Loan
Documents not violating the organizational documents of the Loan Parties), the first sentence of Section 4.11, the first sentence of Section 4.14, Section 4.19 (solely as it relates to the creation, validity and perfection of the
security interests in the Collateral), Section 4.20 (solely as it relates to Indebtedness and obligations outstanding on the date of such representation and warranty and the incurrence of Indebtedness and obligations on the date of such
representation and warranty) and the last sentence of Section 4.21. 
 “Specified Time”: with respect
to any Borrowing of Eurocurrency Loans, 11:00 a.m., London time. 
 “Statutory Reserves”: a fraction
(expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted Eurocurrency Rate, for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D). Such reserve
percentage shall include those reserves imposed pursuant to Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or
offsets that may be available from time to time to any Lender under Regulation D or any comparable regulation. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

“Sterling” or “£”: the lawful currency of the United Kingdom. 

“Subsidiary”: as to any Person, a corporation, partnership, limited liability company or other entity of which
shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership 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 corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Parent Borrower. 

“Subsidiary Guarantor”: (a) each Material Domestic Subsidiary and (b) each Material Foreign
Subsidiary that is a Pledge Eligible Foreign Subsidiary (100%). 
 “Successor Borrower”: as defined in
Section 7.4(a)(iv). 
 “Suspension Period”: the period from the Second Amendment Effective Date until
the earlier of (a) the first date on which a Compliance Certificate is delivered pursuant to Section 6.2(b) demonstrating compliance with Sections 7.1(a), (b) and (c) for the fiscal quarter ended June 30, 2021 and
(b) to the extent the Parent Borrower notifies the Administrative Agent in writing that the Suspension Period shall end on any such date, the first date on which a Compliance Certificate is delivered pursuant to Section 6.2(b)
demonstrating that (i) as of September 30, 2020 and for the period of four fiscal quarters ending on such date, (A) the Consolidated Senior Secured Leverage Ratio was equal to or less than 4.00 to 1.00, (B) the Consolidated Total
Leverage Ratio was equal to or less than 5.50 to 1.00 and (C) the Fixed Charge Coverage Ratio was equal to or greater than 2.25 to 1.00, (ii) as of December 31, 2020 and for the period of four fiscal quarters ending on such date,
(A) the Consolidated Senior Secured Leverage Ratio was equal to or less than 3.75 to 1.00, (B) the Consolidated Total 

  
 41 













 
Leverage Ratio was equal to or less than 5.25 to 1.00 and (C) the Fixed Charge Coverage Ratio was equal to or greater than 2.25 to 1.00 and (iii) as of March 31, 2021 and for the
period of four fiscal quarters ending on such date, (A) the Consolidated Senior Secured Leverage Ratio was equal to or less than 3.75 to 1.00, (B) the Consolidated Total Leverage Ratio was equal to or less than 5.25 to 1.00 and
(C) the Fixed Charge Coverage Ratio was equal to or greater than 2.25 to 1.00. 
 “Swap”: any
agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act. 

“Swap Agreement”: (i) any agreement with respect to any swap, forward, future or derivative transaction
or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk
or value or any similar transaction or any combination of these transactions, (ii) any Permitted Bond Hedge Transaction and (iii) any Permitted Warrant Transaction; provided that no phantom stock or similar plan providing for
payments only on account of services provided by current or former directors, officers, employees or consultants of the Parent Borrower or any of its Subsidiaries shall be a “Swap Agreement”. 

“Swap Obligation”: with respect to any person, any obligation to pay or perform under any Swap. 

“Swingline Commitment”: the obligation of the Swingline Lender to make Swingline Loans pursuant to
Section 2.6 in an aggregate principal amount at any one time outstanding not to exceed $15,000,000. 

“Swingline Exposure”: as to any USD Revolving Credit Lender at any time, an amount equal to the sum of
(a) such USD Revolving Credit Lender’s USD Revolving Credit Percentage of the aggregate principal amount of Swingline Loans then outstanding other than any Swingline Loans made by such USD Revolving Credit Lender in its capacity as the
Swingline Lender and (b) if such USD Revolving Credit Lender shall be the Swingline Lender, the aggregate principal amount of all Swingline Loans made by such USD Revolving Credit Lender outstanding at such time (to the extent that the other
USD Revolving Credit Lenders shall not have funded their participations in such Swingline Loans); provided that, in the case of Sections 2.4(a) and 2.6(a) when a Defaulting Lender shall exist, the Swingline Exposure of any USD Revolving
Credit Lender shall be adjusted to give effect to any reallocation effected pursuant to Section 2.27. 

“Swingline Lender”: JPMorgan Chase Bank, N.A., in its capacity as the lender of Swingline Loans. 

“Swingline Loans”: as defined in Section 2.6(a). 

“Swingline Participation Amount”: as defined in Section 2.7(c). 

“Target Operating Day”: any day that is not (a) a Saturday or Sunday, (b) Christmas Day or New
Year’s Day or (c) any other day on which the Trans-European Real-time Gross Settlement Express Transfer System (or any successor settlement system) is not operating (as reasonably determined by the Administrative Agent). 

  
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 “Term Loan Facility”: each of the Tranche A Term Loan
Facility, any Incremental Term Loan Facility and the Delayed Draw Term Loan Facility. 
 “Term Loan
Lenders”: collectively, the Tranche A Term Loan Lenders, the Incremental Term Loan Lenders and the Delayed Draw Term Loan Lenders. 

“Term Loan Maturity Date”: the earlier of (a) the fifth anniversary of the Closing Date and (b) the
date that is 91 days prior to the earliest scheduled maturity date of the Convertible Notes if, as of such date, more than $150,000,000 in aggregate principal amount of the Convertible Notes (or any refinancing thereof) remains outstanding with a
maturity date earlier than 91 days after the date set forth in clause (a) above; provided, however, in each case, if such date is not a Business Day, the Term Loan Maturity Date shall be the immediately succeeding (or in the case
of clause (b) above, the immediately preceding) Business Day. 
 “Term Loans”: collectively, the
Tranche A Term Loans, any Incremental Term Loans and the Delayed Draw Term Loans. 
 “Term SOFR”: 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”: a notification by the Administrative Agent to the Lenders and the Parent Borrower of the occurrence of a Term SOFR Transition Event.  

“Term
 SOFR Transition Event”: the occurrence of all of the following (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the Administrative Agent has reasonably determined that the administration of Term SOFR
is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.17 that is
not Term SOFR. 
 “Total Delayed Draw Term Loan
Commitments”: at any time, the aggregate amount of the Delayed Draw Term Loan Commitments at such time. 

“Total Multicurrency Revolving Credit Commitments”: at any time, the aggregate amount of the Multicurrency
Revolving Credit Commitments at such time. 
 “Total Multicurrency Revolving Extensions of Credit”: at any
time, the aggregate amount of the Multicurrency Revolving Extensions of Credit (including the Dollar Equivalent of the Multicurrency Revolving Extensions of Credit denominated in Optional Currencies) of the Multicurrency Revolving Credit Lenders at
such time. 
 “Total Revolving Credit Commitments”: the Total Multicurrency Revolving Credit Commitments or
the Total USD Revolving Credit Commitments, as applicable. 
 “Total USD Revolving Credit Commitments”: at
any time, the aggregate amount of the USD Revolving Credit Commitments at such time. 
 “Total USD Revolving
Extensions of Credit”: at any time, the aggregate amount of the USD Revolving Extensions of Credit of the USD Revolving Credit Lenders at such time. 

  
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 “Tranche A Term Loan”: as defined in Section 2.1(a);
provided that, from and after the funding of the Delayed Draw Term Loans, the Delayed Draw Term Loans shall be considered Tranche A Term Loans. 

“Tranche A Term Loan Commitment”: as to any Lender, the obligation of such Lender, if any, to make a Tranche A
Term Loan to the Parent Borrower hereunder in a principal amount equal to the amount set forth under the heading “Tranche A Term Loan Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption
pursuant to which such Lender became a party hereto. The aggregate amount of Tranche A Term Loan Commitments as of the Closing Date is $150,000,000. 

“Tranche A Term Loan Facility”: the Tranche A Term Loan Commitments and the Tranche A Term Loans made
thereunder (it being understood that, from and after the funding of the Delayed Draw Term Loans, the Delayed Draw Term Loans shall be considered to be a part of the Tranche A Term Loan Facility). 

“Tranche A Term Loan Lender”: each Lender that has a Tranche A Term Loan Commitment or that is the holder of a
Tranche A Term Loan. 
 “Tranche A Term Loan Percentage”: as to any Tranche A Term Loan Lender at any time,
the percentage that such Lender’s Tranche A Term Loan Commitment then constitutes of the aggregate Tranche A Term Loan Commitments (or, at any time after the Closing Date, the percentage that the aggregate principal amount of such Lender’s
Tranche A Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche A Term Loans then outstanding). 

“Transactions”: collectively, (a) the Filtration Acquisition, (b) the execution, delivery and
performance by the Parent Borrower, the other Loan Parties and the Foreign Subsidiary Borrowers of this Agreement, the borrowing of Loans hereunder and the use of proceeds thereof, (c) the incurrence of loans under the Filtration Bridge
Facility (or any refinancing thereof) and/or the Convertible Notes and the use of the proceeds thereof and (d) the payment of the fees and expenses incurred by the Parent Borrower and its Subsidiaries in connection with the transactions
described in the foregoing clauses (a), (b) and (c). 
 “Transferee”: as defined in Section 10.16.

 “Type”: as to any Loan, its nature as an ABR Loan or a Eurocurrency Loan. 

“UK Financial Institution”: any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended frorm time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within
IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or
investment firms. 
 “UK Resolution Authority”: the Bank of England or any other public
administrative authority having responsibility for the resolution of any UK Financial Institution. 
 “Unadjusted Benchmark Replacement”: the applicable Benchmark Replacement excluding the related Benchmark
Replacement Adjustment. 

  
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 “Uniform Customs”: the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, as the same may be amended from time to time. 

“United States”: the United States of America. 

“U.S. Tax Compliance Certificate”: as defined in Section 2.20(d). 

“USD Revolving Credit Commitment”: as to any Lender, the obligation of such Lender, if any, to make USD
Revolving Credit Loans and participate in Swingline Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “USD Revolving Credit Commitment” opposite such
Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Revolving Credit Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original amount of the Total
USD Revolving Credit Commitments is $485,000,000. 
 “USD Revolving Credit Facility”: the USD Revolving
Credit Commitments and the extensions of credit made thereunder. 
 “USD Revolving Credit Lender”: each
Lender that has a USD Revolving Credit Commitment or that has made a USD Revolving Credit Loan. 
 “USD Revolving
Credit Loans”: revolving credit loans denominated in Dollars made in respect of the USD Revolving Credit Commitments. 

“USD Revolving Credit Percentage”: as to any USD Revolving Credit Lender at any time, the percentage which
such Lender’s USD Revolving Credit Commitment then constitutes of the Total USD Revolving Credit Commitments (or, at any time after the USD Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate
principal amount of such Lender’s USD Revolving Extensions of Credit then outstanding constitutes of the aggregate principal amount of the Total USD Revolving Extensions of Credit then outstanding). Notwithstanding the foregoing, when a
Defaulting Lender shall exist (i) in the case of Section 2.27, USD Revolving Credit Percentages shall be determined without regard to any Defaulting Lender’s USD Revolving Credit Commitment and (ii) in the case of the defined
term “USD Revolving Extensions of Credit” (other than as used in Section 2.27(c)) and Section 2.4(a), USD Revolving Credit Percentages shall be adjusted to give effect to any reallocation effected pursuant to
Section 2.27(c). 
 “USD Revolving Extensions of Credit”: as to any USD Revolving Credit Lender at any
time, an amount equal to the sum of (a) the aggregate principal amount of all USD Revolving Credit Loans made by such Lender then outstanding, (b) such Lender’s USD Revolving Credit Percentage of the L/C Obligations then outstanding
and (c) such Lender’s USD Revolving Credit Percentage of the aggregate principal amount of Swingline Loans then outstanding. 

“Weighted Average Life to Maturity”: when applied to any Indebtedness at any date, the number of years
obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in
respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal amount of such Indebtedness. 

  
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 “Wholly-Owned Foreign Subsidiary”: any Foreign Subsidiary
that is a Wholly-Owned Subsidiary. 
 “Wholly-Owned Subsidiary”: as to any Person, any other Person all of
the Capital Stock of which (other than (i) a nominal number of shares held by foreign nationals to the extent required by local law or (ii) directors’ qualifying shares required by law) is owned by such Person directly and/or through
other Wholly-Owned Subsidiaries. 
 “Write-Down and Conversion Powers”: (a) with respect to any EEA
Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In
Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any
contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a
right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers. 

SECTION 1.2 Other Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in this Agreement shall
have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. 

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto,
accounting terms relating to the Parent Borrower and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP
(provided that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Accounting
Standards Codification 825-10-25 (or any other Accounting Standards Codification having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Subsidiary at “fair value”, as defined therein
and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification having a similar result or effect) to value any such Indebtedness
in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof). 

(c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. 

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. 

(e) References to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or
Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time. 

  
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 (f) The words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”. 
 SECTION 1.3 Exchange Rates. (a) Not later than 1:00
P.M., Local Time, on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date for each Optional Currency in which a Revolving Extension of Credit is then outstanding or will be
outstanding, after giving effect to any submitted borrowing notices or Applications, and (ii) give notice thereof to the Parent Borrower. The Exchange Rates so determined shall become effective on the first Business Day immediately following
the relevant Calculation Date (a “Reset Date”) and shall remain effective until the next succeeding Reset Date. 
 (b) Not
later than 2:00 P.M., Local Time, on each Reset Date, the Administrative Agent shall (i) determine the aggregate amount of Revolving Extensions of Credit in Optional Currencies on such date (after giving effect to any Revolving Credit Loans or
Letters of Credit to be made or issued in connection with such determination), and (ii) notify the Parent Borrower of such determination. 

SECTION 1.4 Interest Rates; LIBOR Notification. The interest rate on Eurocurrency Loans is determined by reference to the Eurocurrency Rate, which, with respect to Loans in any currency other than euros, is derived from the London interbank
offered ratea Loan denominated in Dollars or an Optional Currency may be derived from an interest rate
benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate
benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may change. The London interbank offered rate is
intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer
persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark
Administratiorn, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or
may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurocurrency Loans denominated in any currency other than euros. In light of this eventuality, public and private sector industry initiatives are
currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London
interbank offered rate is no longer available or in certain other circumstances as set forth in Upon
the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election with respect to any applicable currency, Section 2.17(b) of this Agreement, such
Section 2.17and (bc) provides
athe mechanism for determining an alternative rate
of interest for Loans denominated in such currency. The
Administrative Agent will promptly notify the Parent
Borrower, pursuant to Section 2.17(e), in advance of any change to the reference rate for any currency upon which the interest rate on Eurocurrency Loans
denominated in such currency is based. However, 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 “Eurocurrency Rate” or with respect to any alternative or successor rate thereto, or replacement rate
thereof (including (i) any such alternative, successor or replacement rate implemented pursuant to
Section 2.17(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to
Section 2.17(d)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or
may not be adjusted pursuant to Section 2.17(b), for any currency will be similar to, or produce the same value or economic equivalence of, the Eurocurrency Rate or, with respect to Loans
denominated in any currency other than euros, have the same volume or liquidity as did the
London interbank offered rate (or the euro interbank offered rate, as applicable) prior to its discontinuance or unavailability. 

  
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 ARTICLE II. AMOUNT AND TERMS OF COMMITMENTS 

SECTION 2.1 Term Loan Commitments. (a) Subject to the terms and conditions hereof, each Tranche A Term Loan Lender severally
agrees to make a single term loan (a “Tranche A Term Loan”) to the Parent Borrower in Dollars on the Closing Date in an amount equal to the amount of the Tranche A Term Loan Commitment of such Lender. 

(b) Subject to the terms and conditions hereof, each Delayed Draw Term Loan Lender severally agrees to make a single term loan (a
“Delayed Draw Term Loan”) to the Parent Borrower in Dollars no later than the Delayed Draw Term Loan Commitment Termination Date in an amount equal to the amount of the Delayed Draw Term Loan Commitment of such Lender. The Delayed
Draw Term Loans shall be fungible with the Tranche A Term Loans and after the funding thereof shall be treated as Tranche A Term Loans for all purposes of this Agreement. 

(c) The Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Parent Borrower and notified to the
Administrative Agent in accordance with Sections 2.2 and 2.13. 
 SECTION 2.2 Procedure for Term Loan Borrowing. (a) In the
case of a borrowing of Tranche A Term Loans, the Parent Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent (i) prior to 12:00 Noon, New York City time, three Business Days
prior to the Closing Date, in the case of Eurocurrency Loans or (ii) prior to 12:00 Noon, New York City time, one Business Day prior to the Closing Date, in the case of ABR Loans) requesting that the Tranche A Term Loan Lenders make the Tranche
A Term Loans on the Closing Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A Term Loan Lender thereof. On the Closing Date, all Existing Term Loans shall be
deemed repaid (including for purposes of Section 2.21 of the Previous Credit Agreement) and such portion thereof that were ABR Loans shall be reborrowed as Tranche A Term Loans that are ABR Loans by the Parent Borrower and such portion thereof
that were Eurocurrency Loans shall be reborrowed as Tranche A Term Loans that are Eurocurrency Loans by the Parent Borrower. Not later than 12:00 Noon, New York City time, on the Closing Date, each Tranche A Term Loan Lender shall advance funds to
the Administrative Agent as shall be required to (x) repay the Existing Term Loans of the Existing Term Loan Lenders (1) that are not Lenders as of the Closing Date or (2) whose Tranche A Term Loan Commitments are less than their
respective outstanding Existing Term Loans as of the Closing Date and (y) make new Tranche A Term Loans in an amount equal to the balance of the Tranche A Term Loan Commitment held by such Lender such that each Term Loan Lender’s share of
outstanding Term Loans on the Closing Date is equal to its Tranche A Term Loan Percentage (after giving effect to the Closing Date). The Administrative Agent shall make available to the Parent Borrower the aggregate of the amounts made available to
the Administrative Agent by the Tranche A Term Loan Lenders pursuant to clause (y) of the preceding sentence by promptly remitting in immediately available funds the amounts so received to the account of the Parent Borrower specified by the
Parent Borrower in the applicable irrevocable notice specified above. 
 (b) In the case of a borrowing of Delayed Draw Term Loans, the
Parent Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent (i) prior to 12:00 Noon, New York City time, three Business Days prior to the Filtration Acquisition Closing Date,
in the case of Eurocurrency Loans or (ii) prior to 12:00 Noon, New York City time, one Business Day prior to the Filtration Acquisition Closing Date, in the case of ABR Loans) 

  
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requesting that the Delayed Draw Term Loan Lenders make the Delayed Draw Term Loans on the Filtration Acquisition Closing Date and specifying the amount to be borrowed. Upon receipt of such
notice the Administrative Agent shall promptly notify each Delayed Draw Term Loan Lender thereof. Not later than 10:00 a.m., New York City time, on the Filtration Acquisition Closing Date each Delayed Draw Term Loan Lender shall make available to
the Administrative Agent at the applicable Funding Office by wire transfer an amount in immediately available funds equal to the Delayed Draw Term Loans to be made by such Lender. The Administrative Agent shall make available to the Parent Borrower
the aggregate of the amounts made available to the Administrative Agent by the Delayed Draw Term Loan Lenders in immediately available funds by promptly remitting the amounts so received to the account of the Parent Borrower specified by the Parent
Borrower in the applicable irrevocable notice specified above. 
 SECTION 2.3 Repayment of Term Loans. (a) Subject to
Sections 2.8(a), the principal amount of each Tranche A Term Loan of each Tranche A Term Loan Lender shall mature in consecutive quarterly installments, each of which shall be in an amount equal to each Lender’s Tranche A Term Loan Percentage
multiplied by the amount set forth below opposite such installment date (after giving effect to any reduction in such amount resulting from the application of prepayments made pursuant to Section 2.11 or 2.12): 

 

			
	 Date
	  	Installment Amount
	 June 30, 2019
	  	$3,312,500
	 September 30, 2019
	  	$3,312,500
	 December 31, 2019
	  	$3,312,500
	 March 31, 2020
	  	$3,312,500
	 June 30, 2020
	  	$3,312,500
	 September 30, 2020
	  	$3,312,500
	 December 31, 2020
	  	$3,312,500
	 March 31, 2021
	  	$3,312,500
	 June 30, 2021
	  	$4,968,750
	 September 30, 2021
	  	$4,968,750
	 December 31, 2021
	  	$4,968,750
	 March 31, 2022
	  	$4,968,750
	 June 30, 2022
	  	$6,625,000
	 September 30, 2022
	  	$6,625,000
	 December 31, 2022
	  	$6,625,000
	 March 31, 2023
	  	$6,625,000
	 June 30, 2023
	  	$6,625,000
	 September 30, 2023
	  	$6,625,000
	 December 31, 2023
	  	$6,625,000
	 Term Loan Maturity Date
	  	All amounts outstanding in
respect of Tranche A Term
Loans

 ; provided that if no Delayed Draw Term Loans have been borrowed on or prior to the Delayed Draw Term Loan Commitment
Termination Date, the table above shall be replaced with the following table: 
  

			
	 Date
	  	Installment Amount
	 June 30, 2019
	  	$1,875,000
	 September 30, 2019
	  	$1,875,000
	 December 31, 2019
	  	$1,875,000
	 March 31, 2020
	  	$1,875,000
	 June 30, 2020
	  	$1,875,000


  
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	 Date
	  	Installment Amount
	 September 30, 2020
	  	$1,875,000
	 December 31, 2020
	  	$1,875,000
	 March 31, 2021
	  	$1,875,000
	 June 30, 2021
	  	$2,812,500
	 September 30, 2021
	  	$2,812,500
	 December 31, 2021
	  	$2,812,500
	 March 31, 2022
	  	$2,812,500
	 June 30, 2022
	  	$3,750,000
	 September 30, 2022
	  	$3,750,000
	 December 31, 2022
	  	$3,750,000
	 March 31, 2023
	  	$3,750,000
	 June 30, 2023
	  	$3,750,000
	 September 30, 2023
	  	$3,750,000
	 December 31, 2023
	  	$3,750,000
	 Term Loan Maturity Date
	  	All amounts outstanding in
respect of Tranche A Term
Loans

 (b) The Incremental Term Loans of each Incremental Term Loan Lender shall mature in consecutive installments
(which shall be no more frequent than quarterly) as specified in the Increased Facility Activation Notice pursuant to which such Incremental Term Loans were made. 

SECTION 2.4 Revolving Credit Commitments. (a) Subject to the terms and conditions hereof, each USD Revolving Credit Lender
severally agrees to make USD Revolving Credit Loans to the Parent Borrower or any Foreign Subsidiary Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding which, when
added (after giving effect to any application of proceeds of such USD Revolving Credit Loans pursuant to Section 2.6) to the sum of (i) such Lender’s USD Revolving Credit Percentage of the L/C Obligations then outstanding and
(ii) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s USD Revolving Credit Commitment. 

(b) Subject to the terms and conditions hereof, each Multicurrency Revolving Credit Lender severally agrees to make Multicurrency Revolving
Credit Loans to the Parent Borrower or any Foreign Subsidiary Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount (including the Dollar Equivalent of any such Multicurrency Revolving Credit Loans
denominated in an Optional Currency) at any one time outstanding which does not exceed the amount of such Lender’s Multicurrency Revolving Credit Commitment. 

(c) Notwithstanding the foregoing, the aggregate principal amount of all Revolving Credit Loans to Foreign Subsidiary Borrowers outstanding at
any time shall not exceed $100,000,000. 
 (d) During the Revolving Credit Commitment Period any Borrower may use the Revolving Credit
Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Credit Loans in Dollars may from time to time be Eurocurrency Loans or ABR
Loans, as determined by the Parent Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13; provided that no Revolving Credit Loan shall be made as a Eurocurrency Loan after the day that is one month prior
to the Revolving Credit Termination Date. All Revolving Credit Loans outstanding under the Previous Credit Agreement on the Closing Date shall remain outstanding to the Parent Borrower hereunder on the terms set forth herein. The Multicurrency
Revolving Credit Loans denominated in an Optional Currency must be Eurocurrency Loans. 

  
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 (e) The Borrowers shall repay all outstanding Revolving Credit Loans on the Revolving Credit
Termination Date. 
 SECTION 2.5 Procedure for Revolving Credit Borrowing. The respective Borrower may borrow under the
Revolving Credit Commitments during the Revolving Credit Commitment Period on any Business Day; provided that the Parent Borrower (on its own behalf or on behalf of any Foreign Subsidiary Borrower) shall give the Administrative Agent
irrevocable notice (which notice must be received by the Administrative Agent (a) prior to 12:00 Noon, New York City time, three Business Days prior to the requested Borrowing Date in the case of Eurocurrency Loans; provided,
further, that this period shall be extended to four Business Days in the case of Multicurrency Revolving Credit Loans denominated in an Optional Currency, or (b) prior to 10:00 A.M., New York City time, on the requested Borrowing Date,
in the case of ABR Loans), specifying (i) the amount and Type of Revolving Credit Loans to be borrowed, (ii) the requested Borrowing Date, (iii) in the case of any Eurocurrency Loan, the currency thereof and the length of the initial
Interest Period therefor and (iv) in the case of a Multicurrency Revolving Credit Loan denominated in an Optional Currency to a Foreign Subsidiary Borrower, the name, jurisdiction of organization and location of the chief executive office of
such Foreign Subsidiary Borrower. Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Revolving Credit
Commitments under the applicable Revolving Credit Facility are less than $1,000,000, such lesser amount) and (y) in the case of Eurocurrency Loans, the equivalent of $5,000,000 or a whole multiple of the equivalent of $1,000,000 in excess
thereof (or comparable amounts of any relevant Optional Currency, as determined from time to time by the Administrative Agent); provided that the Swingline Lender may request, on behalf of the Parent Borrower, borrowings under the Revolving
Credit Commitments that are ABR Loans in other amounts pursuant to Section 2.4. Upon receipt of any such notice from the Parent Borrower, the Administrative Agent shall promptly notify each applicable Revolving Credit Lender thereof. Each
applicable Revolving Credit Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the respective Borrower at the applicable Funding Office prior to 12:00 Noon, New York City time
(or in the case of Eurocurrency Loans, prior to 12:00 Noon, Local Time), on the Borrowing Date requested by the Parent Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the respective
Borrower by the Administrative Agent crediting the account of the respective Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Credit Lenders and in like funds as
received by the Administrative Agent. Each Lender, at its option, may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the
obligation of the Parent Borrower or any Foreign Subsidiary Borrower, as the case may be, to repay such Loan in accordance with the terms of this Agreement. On the Closing Date, all Existing Revolving Credit Loans shall be deemed repaid (including
for purposes of Section 2.21 of the Previous Credit Agreement) and such portion thereof that were ABR Loans shall be reborrowed as USD Revolving Credit Loans that are ABR Loans by the Parent Borrower and such portion thereof that were
Eurocurrency Loans shall be reborrowed as USD Revolving Credit Loans (or, in the case of any such Existing Revolving Credit Loans that are denominated in an Optional Currency, Multicurrency Revolving Credit Loans) that are Eurocurrency Loans by the
Parent Borrower and Revolving Credit Lenders shall advance funds to the Administrative Agent no later than 12:00 Noon, New York City time, on the Closing Date as shall be required to repay the Existing Revolving Credit Loans of Existing Revolving
Credit Lenders (1) that are not Lenders as of the Closing Date or (2) whose aggregate Revolving Credit Commitments are less than their respective outstanding Existing Revolving Credit Loans as of the Closing Date such that each Revolving
Credit Lender’s share of outstanding Revolving Credit Loans on the Closing Date in respect of any Revolving Credit Facility is equal to its Revolving Credit Percentage in respect of such Revolving Credit Facility (after giving effect to the
Closing Date). 

  
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 SECTION 2.6 Swingline Commitment. (a) Subject to the terms and conditions
hereof, from time to time during the Revolving Credit Commitment Period, the Swingline Lender may at its sole discretion make a portion of the credit otherwise available to the Parent Borrower under the USD Revolving Credit Commitments by making
swing line loans in Dollars (“Swingline Loans”) to the Parent Borrower; provided that (i) the sum of (x) the Swingline Exposure of the Swingline Lender (in its capacity as the Swingline Lender and a USD Revolving
Credit Lender), (y) the aggregate principal amount of outstanding USD Revolving Credit Loans made by the Swingline Lender (in its capacity as a USD Revolving Credit Lender) and (z) the L/C Exposure of the Swingline Lender (in its capacity
as a USD Revolving Credit Lender) shall not exceed the USD Revolving Credit Commitment of the Swingline Lender (in its capacity as a USD Revolving Credit Lender) then in effect, (ii) the sum of the outstanding Swingline Loans shall not exceed
the Swingline Commitment and (iii) the Parent Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving
Credit Commitments in respect of the USD Revolving Credit Facility would be less than zero. During the Revolving Credit Commitment Period, the Parent Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance
with the terms and conditions hereof. Swingline Loans shall be ABR Loans. 
 (b) The Parent Borrower shall repay to the Swingline Lender the
then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Credit Termination Date and the date that is five Business Days after such Swingline Loan is made; provided that on each date that a USD Revolving Credit Loan
is borrowed, the Parent Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such USD Revolving Credit Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding. 

SECTION 2.7 Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) Whenever the Parent Borrower desires that
the Swingline Lender make a Swingline Loan, it shall give the Swingline Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lender not later than 1:00 P.M., New York City
time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Credit Commitment Period). Each borrowing under the Swingline
Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall
make available to the Administrative Agent at the applicable Funding Office an amount in immediately available funds equal to the amount of the portion (if any) of the requested Swingline Loan it agreed (in its sole discretion) to fund on such date.
The Administrative Agent shall make the proceeds of such Swingline Loan available to the Parent Borrower on such Borrowing Date by depositing such proceeds in the account of the Parent Borrower with the Administrative Agent on such Borrowing Date in
immediately available funds. 
 (b) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on
behalf of the Parent Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one Business Day’s notice given by the Swingline Lender no later than 12:00 Noon, New York City time, request each USD Revolving
Credit Lender to make, and each USD Revolving Credit Lender hereby agrees to make, a USD Revolving Credit Loan, in an amount equal to such USD Revolving Credit Lender’s USD Revolving Credit Percentage of the aggregate amount of the Swingline
Loans (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay the Swingline Lender. Each USD Revolving Credit Lender shall make the amount of such USD Revolving Credit Loan available to the Administrative
Agent at the applicable Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice. The proceeds of such USD Revolving Credit Loans shall be immediately made available
by the 

  
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Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans. The Parent Borrower irrevocably authorizes the Swingline
Lender to charge the Parent Borrower’s accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the USD
Revolving Credit Lenders are not sufficient to repay in full such Refunded Swingline Loans. 
 (c) If prior to the time a USD Revolving
Credit Loan would have otherwise been made pursuant to Section 2.7(b), one of the events described in Section 8(f) shall have occurred and be continuing with respect to any Borrower or if for any other reason, as determined by the
Swingline Lender in its sole discretion, USD Revolving Credit Loans may not be made as contemplated by Section 2.7(b), each USD Revolving Credit Lender shall, on the date such USD Revolving Credit Loan was to have been made pursuant to the
notice referred to in Section 2.7(b), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to
(i) such USD Revolving Credit Lender’s USD Revolving Credit Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans of the Swingline Lender then outstanding that were to have been repaid with such USD
Revolving Credit Loans. 
 (d) Whenever, at any time after the Swingline Lender has received from any USD Revolving Credit Lender such
Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its ratable portion of such payment (appropriately adjusted, in the case
of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion
of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be
returned, such USD Revolving Credit Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. 

(e) Each USD Revolving Credit Lender’s obligation to make the Loans referred to in Section 2.7(b) and to purchase participating
interests pursuant to Section 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such USD Revolving Credit Lender or any
Borrower may have against the Swingline Lender, any Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified
in Article V; (iii) any adverse change in the condition (financial or otherwise) of any Borrower; (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other USD Revolving Credit Lender;
or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. 
 SECTION
2.8 Repayment of Loans. (a) Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of the appropriate Revolving Credit Lender on the Revolving Credit Termination Date (or such
earlier date on which the Loans become due and payable pursuant to Article VIII), the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender made to it and (ii) to the Administrative Agent for the account of
the appropriate Term Loan Lender, the unpaid principal amount of each Term Loan of such Term Loan Lender made to it in installments according to the applicable amortization schedule set forth in Section 2.3 (or, in the case of any Incremental
Term Loans, the amortization schedule set forth in the applicable Increased Facility Activation Notice) (or such earlier date on which the Loans become due and payable pursuant to Article VIII) (subject to any reductions in such amount resulting
from the application of 

  
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prepayments made pursuant to Section 2.11 or 2.12). Each Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the
date hereof until payment in full thereof at the rates per annum and on the dates set forth in Section 2.15. 
 (b) Each Lender shall
maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid
to such Lender from time to time under this Agreement. 
 (c) The Administrative Agent, on behalf of the Borrowers, shall maintain the
Register pursuant to Section 10.6(b)(iv), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type thereof and each Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder
from the respective Borrower and each Lender’s share thereof. 
 (d) The entries made in the Register and the accounts of each Lender
maintained pursuant to Section 2.8(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrowers therein recorded; provided, however,
that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such
Borrower by such Lender in accordance with the terms of this Agreement. 
 SECTION 2.9 Commitment Fees, etc. (a) The Parent
Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Credit Commitment Period, computed at the
Commitment Fee Rate on the sum of (i) the average daily amount of the Available Revolving Credit Commitment in respect of the Multicurrency Revolving Credit Facility of such Lender and (ii) the average daily amount of the Available
Revolving Credit Commitment in respect of the USD Revolving Credit Facility of such Lender, in each case during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the
Revolving Credit Termination Date, commencing on the first of such dates to occur after the date hereof. 
 (b) The Parent Borrower agrees to
pay to the Administrative Agent for the account of each Delayed Draw Term Loan Lender a commitment fee for the period from and including the Closing Date to the Delayed Draw Term Loan Commitment Termination Date, computed at the Commitment Fee Rate
on the average daily amount of the Delayed Draw Term Loan Commitment of such Lender during the period for which payment is made, payable on the Delayed Draw Term Loan Commitment Termination Date. 

(c) The Parent Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates previously agreed to in writing by
the Parent Borrower and the Administrative Agent. 
 SECTION 2.10 Termination or Reduction of Revolving Credit Commitments.
(a) The Parent Borrower shall have the right, upon not less than three Business Days’ notice (provided that any such notice may be conditioned on the occurrence of a transaction or other event and, if such condition is not satisfied
on or prior to the date of the applicable termination or reduction, may be revoked by the Parent Borrower in a written notice to the Administrative Agent) to the Administrative Agent, to 

  
 54 













 
terminate the USD Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments or, from time to time, to reduce the amount of the USD Revolving Credit Commitments or the
Multicurrency Revolving Credit Commitments; provided that no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans made on the
effective date thereof, the (i) the Total USD Revolving Extensions of Credit would exceed the Total USD Revolving Credit Commitments or (ii) the Total Multicurrency Revolving Extensions of Credit would exceed the Total Multicurrency
Revolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $1,000,000 in excess thereof, and shall reduce permanently the Revolving Credit Commitments then in effect. 

(b) The Parent Borrower shall have the right, upon not less than three Business Days’ notice (provided that any such notice may be
conditioned on the occurrence of a transaction or other event and, if such condition is not satisfied on or prior to the date of the applicable termination or reduction, may be revoked by the Parent Borrower in a written notice to the Administrative
Agent) to the Administrative Agent, to terminate the Delayed Draw Term Loan Commitments or, from time to time, to reduce the amount of the Delayed Draw Term Loan Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole
multiple of $1,000,000 in excess thereof, and shall reduce permanently the Delayed Draw Term Loan Commitments then in effect. The Delayed Draw Term Loan Commitment shall be reduced to zero upon the earlier of (i) the occurrence of the Delayed
Draw Term Loan Commitment Termination Date and (ii) except with respect to a Defaulting Lender, if any (to the extent of any applicable unfunded amount), immediately after the funding thereof on the Filtration Acquisition Closing Date. 

SECTION 2.11 Optional Prepayments. The Borrowers may at any time and from time to time prepay the Loans, in whole or in part,
without premium or penalty, upon irrevocable notice (provided that any such notice may be conditioned on the occurrence of a transaction or other event and, if such condition is not satisfied on or prior to the date of such prepayment, may be
revoked by the Parent Borrower in a written notice to the Administrative Agent) delivered to the Administrative Agent (a) at least three Business Days prior thereto, in the case of Eurocurrency Loans denominated in Dollars, (b) at least
five Business Days prior thereto, in the case of Eurocurrency Loans denominated in any Optional Currency, and (c) at least one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment
and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the respective Borrower shall also pay any amounts
owing pursuant to Section 2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. Subject to the parenthetical contained in the preceding sentence, if any such notice is given, the
amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial
prepayments of Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a
whole multiple thereof. Amounts to be applied in connection with prepayments of Term Loans made pursuant to this Section 2.11 shall be applied to remaining installments of the Term Loans as directed by the Parent Borrower. 

SECTION 2.12 Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be issued or incurred by the
Parent Borrower or any of its Subsidiaries (excluding any Indebtedness issued or incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied within five Business Days after such issuance
or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(f). 

  
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 (b) If on any date the Parent Borrower or any of its Subsidiaries shall receive Net Cash
Proceeds from (i) any Asset Sale or (ii) any Recovery Event that, in the case of this clause (ii), yields net proceeds to the Parent Borrower or any of its Subsidiaries from any settlement or payment in excess of $10,000,000, then, unless
a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within five Business Days after such receipt toward the prepayment of the Term Loans as set forth in Section 2.12(f); provided that,
notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in
Section 2.12(f). 
 (c) If for any fiscal year of the Parent Borrower commencing with the fiscal year ending December 31, 2020,
there shall be Excess Cash Flow, the Parent Borrower shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Term Loans as set forth in Section 2.12(f) an amount equal to (i) the Excess Cash Flow
Percentage of such Excess Cash Flow minus (ii) the sum of (A) the aggregate amount of all optional prepayments of Term Loans made during such fiscal year pursuant to Section 2.11 to the extent not funded with the proceeds of
long-term Indebtedness and (B) the aggregate amount of all optional prepayments of Revolving Credit Loans and Swingline Loans made during such fiscal year pursuant to Section 2.11 to the extent (x) not funded with the proceeds of
long-term Indebtedness and (y) accompanying corresponding permanent reductions of the Revolving Credit Commitments. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days
after the earlier of (i) the date on which the financial statements of the Parent Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and
(ii) the date such financial statements are delivered. 
 (d) To the extent that at any time (by virtue of changes in the Exchange Rate
or otherwise) (i) the Total USD Revolving Extensions of Credit under the USD Revolving Credit Facility or the Total Multicurrency Revolving Extensions of Credit under the Multicurrency Revolving Credit Facility (including the Dollar Equivalent
of any such Revolving Extensions of Credit denominated in an Optional Currency) shall exceed the Total Revolving Credit Commitments under such Revolving Credit Facility then in effect or (ii) the aggregate outstanding principal amount of all
Revolving Credit Loans to Foreign Subsidiary Borrowers (including the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Credit Loans denominated in an Optional Currency to Foreign Subsidiary Borrowers)
shall exceed $100,000,000, then, in each case, the Borrowers shall, within four Business Days, repay the Revolving Credit Loans under the applicable Revolving Credit Facility or Swingline Loans to eliminate such excess. 

(e) With respect to each borrowing as to which a certificate is required to have been delivered under Section 5.2(c), if and to the extent
the applicable Borrower has not applied the proceeds of such borrowing for the purpose that has been specified in such certificate by the fifth Business Day following the date such borrowing is made, then on the next Business Day the applicable
Borrower shall prepay such borrowing in an aggregate principal amount equal to the lesser of (i) such unused proceeds and (ii) the amount necessary to cause the aggregate amount of Available Cash to be less than or equal to $75,000,000 at
the end of such Business Day. 
 (f) Amounts to be applied in connection with prepayments of Term Loans made pursuant to this
Section 2.12 shall be applied to remaining installments of the Term Loans as directed by the Parent Borrower. Each prepayment of the Loans pursuant to this Section 2.12 shall be accompanied by accrued interest to the date of such
prepayment on the amount prepaid. 

  
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 (g) Notwithstanding the foregoing, to the extent that any or all of the Net Cash Proceeds of
any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to a Foreign Subsidiary that is required to be applied to prepay Term Loans pursuant to this
Section 2.12 (i) would be prohibited or delayed by any applicable local law (including, without limitation, as a result of laws or regulations relating to financial assistance, corporate benefit, restrictions on upstreaming of cash
intragroup and fiduciary and statutory duties of directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Parent Borrower or any applicable Domestic Subsidiary (provided that the Parent
Borrower shall take commercially reasonable actions available under local law to permit such repatriation) or (ii) repatriation of such amount to the Parent Borrower or any Domestic Subsidiary would result in material adverse tax consequences
as determined in good faith by the Parent Borrower (including, without limitation, as a result of any withholding of cash or the upstreaming of cash) with respect to such amount, then in each case, the Parent Borrower shall not be required to apply
the portion of such Net Cash Proceeds or Excess Cash Flow so affected to prepay the Term Loans at the times provided in clauses (b) and (c) of this Section 2.12 but may be retained by the applicable Foreign Subsidiary so long as
clause (i) or (ii) above is applicable, and once clause (i) or (ii) above is no longer applicable, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in
any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans to the extent required pursuant to this
Section 2.12; provided that no such prepayment of the Term Loans pursuant to this Section 2.12 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Parent Borrower believes in
good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or
such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Parent Borrower applies an amount equal to the amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash
Proceeds or Excess Cash Flow had been received by the Parent Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been
repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary). For the avoidance of doubt, the non-application of any Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary,
the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to a Foreign Subsidiary, in each case, to the extent permitted by this Section 2.12(d), to the prepayment of Term Loans pursuant to
clauses (b) or (c) of this Section 2.12 will not constitute an Event of Default hereunder. 
 (h) Notwithstanding the
foregoing, to the extent any Indebtedness is outstanding under the Filtration Bridge Facility, any prepayments required by Section 2.12(a) or (b) shall be applied first to Indebtedness under the Filtration Bridge Facility until such
Indebtedness is paid in full prior to any such prepayment being applied to the Term Loans, in each case to the extent such prepayment is required to be applied to Indebtedness outstanding under the Filtration Bridge Facility pursuant to the terms of
the definitive documentation in respect thereof. 
 SECTION 2.13 Conversion and Continuation Options. (a) The Parent
Borrower may elect from time to time to convert Eurocurrency Loans denominated in Dollars to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election; provided that any such
conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Parent Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans by giving the Administrative Agent at least
three Business Days’ prior irrevocable notice of such election (which notice shall specify the length of the initial Interest Period therefor); provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency
Loan (i)

  
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when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have, determined in its or their sole
discretion not to permit such conversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice, the Administrative Agent shall promptly notify each
relevant Lender thereof. 
 (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with
respect thereto by the Parent Borrower (on its own behalf or on behalf of any Foreign Subsidiary Borrower) giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period”
set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans; provided that no Eurocurrency Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred
and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to
the final scheduled termination or maturity date of such Facility; provided, further, that if the Parent Borrower (on its own behalf or on behalf of any Foreign Subsidiary Borrower) shall fail to give any required notice as described
above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice, the
Administrative Agent shall promptly notify each relevant Lender thereof. 
 SECTION 2.14 Limitations on Eurocurrency Tranches.
Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional prepayments of Eurocurrency Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made
pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurocurrency Loans comprising each Eurocurrency Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof
and (b) no more than 15 Eurocurrency Tranches shall be outstanding at any one time. 
 SECTION 2.15 Interest Rates and Payment
Dates. (a) Each Eurocurrency Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Adjusted Eurocurrency Rate determined applicable to such Eurocurrency Loan plus the
Applicable Margin. 
 (b) Each ABR Loan shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

 (c) (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at
the stated maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement Obligations (whether or not overdue) shall bear interest at a rate per annum which is equal to (x) in the case of the Loans, the rate that would
otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.15 plus 2% or (y) (1) in the case of Reimbursement Obligations in Dollars, the rate applicable to Revolving Credit Loans that are ABR Loans
plus 2%, or (2) in the case of Reimbursement Obligations in an Optional Currency, the Overnight Eurocurrency Rate for such Optional Currency plus the Applicable Margin plus 2%, and (ii) if all or a portion of any
interest payable on any Loan or Reimbursement Obligation or any facility fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a
rate per annum equal to the rate then applicable to ABR Loans under the relevant Facility plus 2% (in the case of overdue amounts in Dollars) or the Overnight Eurocurrency Rate for the relevant Optional Currency plus the Applicable
Margin plus 2% (in the case of an overdue amount in an Optional Currency), in each case, with respect to clauses (i) and (ii) above, from the date of such nonpayment until such amount is paid in full (as well after as before
judgment). 

  
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 (d) Interest shall be payable in arrears on each Interest Payment Date; provided that
interest accruing pursuant to paragraph (c) of this Section 2.15 shall be payable from time to time on demand. 
 SECTION
2.16 Computation of Interest and Fees. (a) Interest, fees and commissions payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to (i) ABR Loans the
rate of interest on which is calculated on the basis of the Prime Rate and (ii) Loans denominated in Sterling, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.
The Administrative Agent shall as soon as practicable notify the Parent Borrower and the relevant Lenders of each determination of a Adjusted Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base
Rate or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Parent Borrower and the relevant Lenders of the
effective date and the amount of each such change in interest rate. 
 (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Parent Borrower, deliver to the Parent Borrower a
statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.15(a) and the calculation of any Statutory Reserves. 

SECTION 2.17 Inability to Determine Interest Rate. (a) IfSubject to clauses (b),
(c), (d), (e), (f) and (g) of this Section 2.17, if prior to the first day of any Interest Period for any Eurocurrency Loan in Dollars or any Optional Currency: 

(i) the Administrative Agent shall have reasonably determined that adequate and reasonable means do not exist for ascertaining
the Eurocurrency Rate or the Adjusted Eurocurrency Rate, as applicable, for such Eurocurrency Loan in such currency for such Interest Period (including because the applicable Screen Rate is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time, or 
 (ii) the Administrative Agent shall have received written notice from the
Majority Facility Lenders in respect of a Facility that the Eurocurrency Rate or the Adjusted Eurocurrency Rate, as applicable, determined or to be determined with respect to such Eurocurrency Loan under such Facility in such currency for such
Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans during such Interest Period; 

then the Administrative Agent shall give notice thereof (which may be by telephone confirmed in writing) to the Parent Borrower and the relevant Lenders as
soon as practicable thereafter. If such notice is given (w) any Eurocurrency Loans in Dollars under such Facility requested to be made on the first day of such
Interest Period shall be made as ABR Loans and any Eurocurrency Loans in an Optional Currency so requested shall be made as a Loan bearing interest at an interest rate reasonably determined by, and until the Administrative Agent, after consultation with
notifies the Parent Borrower and the applicable Lenders, to compensate the applicable Lenders for such Loan
in such currency for the applicable period plus the Applicable Margin, (x) any Loans in Dollars under such Facility that were to have been converted on the 


  
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first day of such Interest Period toLenders that the circumstances giving rise to such notice no longer exist, (A) any request to convert any Loans to, or
continue any Loans as, Eurocurrency Loans shall be continued as ABR Loans, (y) any
outstandingineffective, (B) if any borrowing request requests a Eurocurrency Loans in Dollars under such Facility shall be
converted, such Borrowing shall be made as an ABR Borrowing and (C) if any borrowing request
requests a Eurocurrency Borrowing in an Optional Currency, then such request shall be ineffective; provided that if the circumstances giving rise to such notice affect Borrowings in only certain currencies, then Borrowings in unaffected currencies
that are Agreed Currencies shall be permitted. Furthermore, if any Eurocurrency Loan in any Agreed Currency is outstanding on the date of the Parent Borrower’s receipt of the notice from the Administrative Agent referred to in this
Section 2.17(a) with respect to a Relevant Rate applicable to such Eurocurrency Loan, then (i) if such Eurocurrency Loan is denominated in Dollars, on the last day of the then-current Interest
Period, to ABR Loans and (z) any outstanding Eurocurrency Loans in an Optional Currency shall continue to bear interest at the rate most recently in effect
with respect to Loans made in such currency. The Administrative Agent shall withdraw such notice as soon as adequate and reasonable means exist for ascertaining the Eurocurrency Rate or the Adjusted Eurocurrency Rate, as applicable. Until such
notice has been withdrawn by the Administrative Agent, no further Eurocurrency Loans under such Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans to Eurocurrency Loans under such
Facility. applicable to such Loan (or the next succeeding Business Day if such day is not a Business
Day), such Loan shall be converted by the Administrative Agent to, and shall constitute as, an ABR Loan denominated in Dollars on such day or (ii) if such Eurocurrency Loan is denominated in any Optional Currency, such Loan shall, on the last
day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), at the Parent Borrower’s election prior to such day: (A) be prepaid by the Parent Borrower on such day or
(B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, an ABR Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Agreed Currency) on such day (it
being understood and agreed that if the Parent Borrower does not so prepay such Loan on such day by 12:00 noon, Local Time, the Administrative Agent is authorized to effect such conversion of such Eurocurrency Loan into an ABR Loan denominated in
Dollars), and, in the case of such subclause (B), upon the Parent Borrower’s receipt of notice from the Administrative Agent that the circumstances giving rise to the aforementioned notice no longer exist, such ABR Loan denominated in Dollars
shall then be converted by the Administrative Agent to, and shall constitute, a Eurocurrency Loan denominated in such original Agreed Currency (in an amount equal to the Alternative Currency Equivalent of such Agreed Currency) on the day of such
notice being given to the Parent Borrower by the Administrative Agent. 
 (a) If at any time the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances
set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of a Screen Rate for any currency has made a public statement that the administrator of such Screen Rate for the applicable currency is insolvent
(and there is no successor administrator that will continue publication of such Screen Rate for the applicable currency), (x) the administrator of such Screen Rate for the applicable currency has made a public statement identifying a specific
date after which such Screen Rate for the applicable currency will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of such Screen Rate for the applicable currency),
(y) the supervisor for the administrator of such Screen Rate for the applicable currency has made a public statement identifying a specific date after which such Screen Rate for the applicable currency will permanently or indefinitely cease to
be published or (z) the supervisor for the administrator of such Screen Rate for the applicable currency or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after
which such Screen Rate for the applicable currency may no longer be used for determining interest rates for loans, then the Administrative Agent and the Parent


  
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Borrower shall endeavor to establish an alternate rate of interest to the Eurocurrency Rate in respect of the
affected currency that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in such currency in the United States at such time, and shall enter into an amendment to this Agreement
to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin);
provided that, if such alternate rate of interest, as so determined, would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1,
(A) if the affected currency is Dollars, any amendment pursuant to the above shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within
five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment and (B) if the affected currency is any
currency other than Dollars, such alternate rate of interest shall not be effective until consented to by the Majority Facility Lenders of any affected Facility. Until an alternate rate of interest shall be determined in accordance with this clause
(b) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 2.17(b), only to the extent the LIBOR Screen Rate for the applicable currency and such Interest
Period is not available or published at such time on a current basis), (x) any notice of continuation or conversion requests the conversion of any Borrowing of Loans to, or continuation of any Borrowing of Loans as, a Borrowing of Eurocurrency
Loans shall be ineffective, (y) (1) if any notice of borrowing requests a Borrowing of Eurocurrency Loans denominated in Dollars, such Borrowing shall be made as an Borrowing of ABR Loans and (2) if any notice of borrowing requests a
Borrowing of Eurocurrency Loans denominated in a currency that is not Dollars, such Borrowing shall be not be made and (z) any outstanding Eurocurrency Loans in an Optional Currency shall continue to bear interest at the rate most recently in
effect with respect to Loans made in such currency. 
 (a) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to
be a “Loan Document” for purposes of this Section 2.17), 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 (a) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such
Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party
to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark
Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m., New York City time, on the fifth Business Day after the date notice of such Benchmark
Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of
objection to such Benchmark Replacement from Lenders comprising the Majority Facility Lenders in respect of each affected Facility. 

(b)
 Notwithstanding anything to the contrary herein or in any other Loan
Document and subject to the proviso below in this paragraph, solely with respect to a Dollar Loan, 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 the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any
amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Parent Borrower a
Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.


  
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(c)
 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 Loan 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 Loan Document. 

(d)
 The Administrative Agent will promptly notify the Parent 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 clause (f) below 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 2.17, including any determination with respect to a tenor,
rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or
their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.17. 

(e)
 Notwithstanding anything to the contrary herein or in any other Loan
Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or Eurocurrency Rate) 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. 

(f)
 Upon the Parent Borrower’s receipt of notice of the commencement
of a Benchmark Unavailability Period, the Parent Borrower may revoke any request for a Eurocurrency Borrowing of, conversion to or continuation of Eurocurrency Loans to be made, converted or continued during any Benchmark Unavailability Period and,
failing that, either (x) the Parent Borrower will be deemed to have converted any such request for a Eurocurrency Borrowing denominated in Dollars into a request for a Borrowing of or conversion to ABR Loans or (y) any Eurocurrency
Borrowing denominated in an Optional Currency shall be ineffective. 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 Alternate 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 Alternate Base Rate. Furthermore, if any Eurocurrency Loan in any Agreed Currency is outstanding on the date of the Parent
Borrower’s receipt of notice of the  

  
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commencement of a Benchmark Unavailability Period with respect to
a Relevant Rate applicable to such Eurocurrency Loan, then (i) if such Eurocurrency Loan is denominated in Dollars, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a
Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day or (ii) if such Eurocurrency Loan is denominated in any Agreed Currency (other than Dollars), then
such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), at the Parent Borrower’s election prior to such day: (A) be prepaid by the applicable
Borrower on such day or (B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, an ABR Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Agreed
Currency) on such day (it being understood and agreed that if the applicable Borrower does not so prepay such Loan on such day by 12:00 noon, Local Time, the Administrative Agent is authorized to effect such conversion of such Eurocurrency Loan into
an ABR Loan denominated in Dollars), and, in the case of such subclause (B), upon any subsequent implementation of a Benchmark Replacement in respect of such Agreed Currency pursuant to this Section 2.17, such ABR Loan denominated in Dollars
shall then be converted by the Administrative Agent to, and shall constitute, a Eurocurrency Loan denominated in such original Agreed Currency (in an amount equal to the Alternative Currency Equivalent of such Agreed Currency) on the day of such
implementation, giving effect to such Benchmark Replacement in respect of such Agreed Currency. 

SECTION 2.18 Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder, each payment by
the Borrowers on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Tranche A Term Loan Percentages, Delayed Draw Term Loan Percentages, Incremental Term Loan
Percentages, USD Revolving Credit Percentages or Multicurrency Revolving Credit Percentages, as the case may be, of the relevant Lenders. 

(b) Each payment (including each prepayment) by the Parent Borrower on account of principal of and interest on the Term Loans shall be made pro
rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Loan Lenders. The amount of each principal prepayment of the Term Loans shall be applied to reduce the then remaining installments of the Tranche
A Term Loans and Incremental Term Loans, as the case may be, pro rata based upon the respective then remaining principal amounts thereof. Amounts prepaid on account of the Term Loans may not be reborrowed. 

(c) Each payment (including each prepayment) by any Borrower on account of principal of and interest on any Revolving Credit Loans under any
Revolving Credit Facility shall be made pro rata according to the respective outstanding principal amounts of such Revolving Credit Loans under such Revolving Credit Facility then held by the Revolving Credit Lenders under such Revolving Credit
Facility. 
 (d) All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, fees
or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, Local Time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the applicable Funding Office, in Dollars (or, in
the case of any payment of principal or interest on any Multicurrency Revolving Credit Loans denominated in an Optional Currency, the applicable Optional Currency) and in immediately available funds. The Administrative Agent shall distribute such
payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the 

  
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maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment
shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. 

(e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in
reliance upon such assumption, make available to the respective Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the
Administrative Agent, on demand, such amount with interest thereon at a rate equal to the greater of (i) the Federal Funds Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.18(e)
shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall
also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the applicable Borrower, and, if so recovered, such amount shall no longer be deemed outstanding
hereunder. 
 (f) Unless the Administrative Agent shall have been notified in writing by any Borrower prior to the date of any payment being
made hereunder that such Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that such Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon
such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by such Borrower within three Business Days of such required date, the
Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average
Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the respective Borrower. 

(g) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.7(b), 2.7(c), 2.18(e), 2.18(f), 2.20(g),
3.4(a) or 9.7, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the
Administrative Agent, the Swingline Lender or the Issuing Lender to satisfy such Lender’s obligations to it under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated
account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its
discretion. 
 SECTION 2.19 Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: 

  
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 (i) shall subject any Lender to any taxes (other than (A) Non-Excluded
Taxes in respect of payments under any Loan Document, (B) Other Taxes and (C) taxes in respect of payments under any Loan Document for which a Loan Party is not responsible for the payment of additional amounts under Section 2.20(a))
on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; 

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against
assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the
Adjusted Eurocurrency Rate hereunder; or 
 (iii) shall impose on such Lender any other condition; 

and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurocurrency Loans (or in the case of (i), any Loans) or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Parent Borrower shall
promptly pay (or shall cause the relevant Borrower to pay) such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable; provided that in the event of the
adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental
Authority described in this Section 2.19(a)(i), the Parent Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender notifies the Parent
Borrower of such Lender’s intention to claim compensation therefor; provided, further, that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the
period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.19, it shall promptly notify the Parent Borrower (with a copy to the Administrative Agent) of the event by reason of
which it has become so entitled (and any related calculations). 
 (b) If any Lender shall have determined that the adoption of or any change
in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or
liquidity (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of
its obligations to lend hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such
Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Parent Borrower (with a copy to the
Administrative Agent) of a written request therefor, the Parent Borrower shall pay (or shall cause the relevant Borrower to pay) to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction
provided that the respective Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender notifies the Parent Borrower of such Lender’s
intention to claim compensation therefor; provided, further, that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect.


  
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 (c) Notwithstanding anything herein to the contrary, (i) all requests, rules,
guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case
pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in
each case be deemed to be a change in Requirements of Law, regardless of the date enacted, adopted, issued or implemented. Notwithstanding the foregoing, no Lender shall be entitled to seek compensation for costs imposed pursuant to matters set
forth in this clause (c) unless it is generally seeking compensation for such costs from similarly situated borrowers under yield protection provisions in credit agreements with such borrowers that provide for such compensation. 

(d) If payment in respect of any Multicurrency Revolving Extension of Credit shall be due in a currency other than Dollars and/or at a place of
payment other than New York and if, by reason of any change in a Requirement of Law subsequent to the Closing Date, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligations in such
currency or such place of payment shall be impossible or such Optional Currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such Optional Currency is no longer readily calculable, then, at the election of
any affected Lender, the applicable Borrower shall make payment of such Multicurrency Revolving Extension of Credit in Dollars (based upon the Exchange Rate in effect for the day on which such payment occurs, as determined by the Administrative
Agent in accordance with the terms hereof) and/or in New York, and shall indemnify such Lender against any currency exchange losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. 

(e) A certificate as to any additional amounts payable pursuant to this Section 2.19 submitted by any Lender to the Parent Borrower (with
a copy to the Administrative Agent) shall contain reasonable supporting calculations and an explanation in connection therewith and shall be conclusive in the absence of manifest error. The obligations of the Borrowers pursuant to this
Section 2.19 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder, except to the extent provided for in Section 2.19(b). 

SECTION 2.20 Taxes. (a) All payments made by or on behalf of any Loan Party under this Agreement or any other Loan Document
shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes, branch profits taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender (x) as a result
of such Administrative Agent or such Lender being organized under the laws of, or having its principal office located (or, in the case of a Lender, its applicable lending office located) in the jurisdiction imposing such tax (or any political
subdivision thereof), or (y) as a result of any present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan
Document), (ii) in the case of a Lender, U.S. federal withholding taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect
on the date on which (x) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Parent Borrower under Section 2.24), or (y) such Lender changes its lending
office, except in each case to the extent that, pursuant to this Section 2.20, amounts with respect to such taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest 

  
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in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office, (iii) taxes attributable to such Administrative Agent or Lender’s failure
to comply with Section 2.20(d), and (iv) withholding taxes imposed under FATCA; provided that, if any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or
Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender, as determined in good faith by the applicable withholding agent, (x) such amounts shall be paid to the relevant Governmental Authority
in accordance with applicable law and (y) the amounts so payable by the applicable Loan Party to the Administrative Agent or such Lender shall be increased to the extent necessary so that, after such deduction or withholding has been made
(including such deductions and withholdings applicable to additional sums payable under this Section 2.20), the amounts received with respect to this Agreement equal the sum which would have been received had no such deduction or withholding
been made. 
 (b) In addition, the Parent Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with
applicable law or at the option of the Administrative Agent timely reimburse it for the payment of Other Taxes. 
 (c) Whenever any
Non-Excluded Taxes or Other Taxes are payable by the Parent Borrower, as promptly as possible thereafter the Parent Borrower shall send to the Administrative Agent, a certified copy of an original official receipt received by the Parent Borrower
showing payment thereof or other evidence of such payment reasonably satisfactory to the Administrative Agent. If (i) the Parent Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority,
(ii) the Parent Borrower fails to remit to the Administrative Agent the required receipts or other required documentary evidence or (iii) any Non-Excluded Taxes or Other Taxes are imposed directly upon the Administrative Agent or any
Lender (including Non-Excluded Taxes imposed or asserted on or attributable to amounts payable under this Section), the Parent Borrower shall indemnify the Administrative Agent and the Lenders within 10 days of demand therefor, for such amounts and
any additions to tax, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure, in the case of (i) and (ii), or any such direct imposition, in the case of (iii). A certificate as to
the amount of such payment or liability delivered to the Parent Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

 (d) Each Lender that is a “United States person” as defined in Section 7701(a)(30) of the Code shall deliver to the Parent
Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly executed copies of U.S. Internal Revenue Service (“IRS”) Form W-9 (or any successor form) certifying
that such Lender is exempt from U.S. federal withholding tax. Each Lender (or Transferee) that is not a “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the Parent
Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) in such number of copies as shall be reasonably requested, but in any case not less than two
copies: (i) in the case of a Lender that is a beneficial owner, a properly completed and duly executed IRS Form W-8BEN, Form W-8BEN-E or Form W-8ECI, as applicable, (together with any applicable underlying documentation), on which such Non-U.S.
Lender shall claim any exemption from or reduction of U.S. federal withholding tax for which such Non-U.S. Lender is eligible; (ii) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h)
or 881(c) of the Code with respect to payments of “portfolio interest,” a statement substantially in the form of Exhibit F to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of
the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code
(a “U.S. Tax Compliance Certificate”) and the applicable IRS Form W-8, 

  
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or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender; or (iii) to the extent a Non-U.S. Lender is not the beneficial owner,
executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F, IRS Form W-9, and/or other certification documents from each beneficial
owner, as applicable; provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax
Compliance Certificate substantially in the form of Exhibit F on behalf of each such direct and indirect partner. In addition any Non-U.S. Lender shall, to the extent it is legally entitled, deliver to Parent Borrower and the Administrative Agent
any other form prescribed by the applicable requirements of U.S. federal income tax 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 requirements of law to permit the Parent Borrower and the Administrative Agent to determine the withholding or deduction required to be made. Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation) and from time to time thereafter upon the request of the Parent Borrower or the Administrative Agent.
Each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Parent Borrower and the Administrative Agent at any
time it determines that it is no longer in a position to provide any previously delivered certificate to the Parent Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other
provision of this Section 2.20, a Non-U.S. Lender shall deliver any documentation pursuant to this Section 2.20 that such Non-U.S. Lender is not legally prohibited from delivering. 

(e) A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the
Parent Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Parent Borrower (with a copy to the Administrative Agent), at the time or times prescribed by
applicable law or reasonably requested by the Parent Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced
rate; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or submission would not materially prejudice the legal or
commercial position of such Lender. 
 (f) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding
tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Parent
Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Parent 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 Parent Borrower or the Administrative Agent as may be necessary for the Parent 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 (f), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement. 

  
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 (g) Each Lender shall severally indemnify the Administrative Agent, within 10 days after
demand therefor, for (i) the full amount of any taxes, levies, imposts, duties, charges, fees, deductions, withholdings or similar charges imposed by any Governmental Authority that are attributable to such Lender (but, in the case of
Non-Excluded Taxes or Other Taxes for which the Parent Borrower is responsible pursuant to paragraph (a) of this Section 2.20, only to the extent that the Parent Borrower has not already indemnified the Administrative Agent for such
Indemnified Taxes and without limiting the obligation of the Parent Borrower to do so) and that are payable or paid by the Administrative Agent, together with all additions to tax, interest, penalties, reasonable costs and expenses arising therefrom
or with respect thereto, as determined by the Administrative Agent in good faith; (ii) any taxes attributable to such Lender’s failure to comply with the provisions of Section 10.6(c) relating to the maintenance of a Participant
Register and (iii) any taxes other than Non-Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or
with respect thereto, whether or not such taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing
to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (g). 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. 
 (h) The agreements in this
Section 2.20 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all
obligations under any Loan Document. 
 SECTION 2.21 Indemnity. Each Borrower agrees to indemnify each Lender for, and to hold
each Lender harmless from, any loss or expense (in each case as reasonably determined by such Lender) that such Lender may sustain or incur as a consequence of (a) default by such Borrower in making a borrowing of, conversion into or
continuation of Eurocurrency Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement (except as a result of a notice by the Administrative Agent pursuant to Section 2.17),
(b) default by such Borrower in making any prepayment of or conversion from Eurocurrency Loans after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of
Eurocurrency Loans on a day that is not the last day of an Interest Period with respect thereto (including as a result of an Event of Default) or (d) the assignment of a Eurocurrency Loan on a day that is not the last day of an Interest Period
with respect thereto as a result of a request by the Parent Borrower pursuant to Section 2.24. Without limiting the generality of the foregoing, such indemnification shall include the costs and expenses of each Lender that are attributable to
the premature unwinding of any hedging agreement entered into by such Lender in respect of the foreign currency exposure attributable to such actual or proposed Eurocurrency Loan. Such indemnification may include an amount equal to the excess, if
any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day
of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein
(excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a
comparable period with leading banks in the interbank eurocurrency market. A certificate as to any amounts payable pursuant to this Section 2.21 submitted to the relevant Borrower by any Lender shall be conclusive in the absence of manifest
error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. 

  
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 SECTION 2.22 Illegality. (a) Notwithstanding any other provision herein, if
the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurocurrency Loans as contemplated by this Agreement, (a) the commitment of such
Lender hereunder to make Eurocurrency Loans, continue Eurocurrency Loans as such and convert ABR Loans to Eurocurrency Loans shall forthwith be cancelled and (b) each of such Lender’s Loans then outstanding as a Eurocurrency Loan, if any,
shall (i) if denominated in Dollars, be converted automatically to an ABR Loan on the last day of the then current Interest Period with respect to such Loan or within such earlier period as required by law and (ii) if denominated in an
Optional Currency, be repaid by the relevant Borrower on the last day of the then current Interest Periods with respect to such Loan or within such earlier period as required by law. If any such conversion or repayment of a Eurocurrency Loan occurs
on a day which is not the last day of the then current Interest Period with respect thereto, the relevant Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.21. 

(b) Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Revolving Credit Lender to issue, make, maintain, fund or charge interest with respect to any extension of credit to any Foreign Subsidiary Borrower or to give effect to its obligations as
contemplated by this Agreement with respect to any extension of credit to any Foreign Subsidiary Borrower, then, upon written notice by such Revolving Credit Lender (each such Revolving Credit Lender providing such notice, an “Impacted
Lender”) to the Parent Borrower and the Administrative Agent: 
 (i) the obligations of the Revolving Credit Lenders
hereunder to make extensions of credit to such Foreign Subsidiary Borrower shall forthwith be (x) suspended until each Impacted Lender notifies the Parent Borrower and the Administrative Agent in writing that it is no longer unlawful for such
Revolving Credit Lender to issue, make, maintain, fund or charge interest with respect to any extension of credit to such Foreign Subsidiary Borrower or (y) to the extent required by law, cancelled; 

(ii) if it shall be unlawful for any Impacted Lender to maintain or charge interest with respect to any outstanding Revolving
Credit Loan to such Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower shall repay (or at its option and to the extent permitted by law, assign to the Parent Borrower) (x) all Revolving Credit Loans outstanding as ABR Loans made to
such Foreign Subsidiary Borrower within three Business Days or such earlier period as required by law and (y) all Revolving Credit Loans outstanding as Eurocurrency Loans made to such Foreign Subsidiary Borrower on the last day of the then
current Interest Periods with respect to such Eurocurrency Loans or within such earlier period as required by law; and 

(iii) if it shall be unlawful for any Impacted Lender to maintain, charge interest or hold any participation with respect to
any Letter of Credit issued on behalf of such Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower shall deposit in a cash collateral account opened by the Administrative Agent an amount equal to the L/C Obligations with respect to such
Letters of Credit within three Business Days or within such earlier period as required by law. 
 SECTION 2.23 Change of Lending
Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.19 or 2.20(a) with respect to such Lender, it will, if requested by the Parent Borrower, use reasonable efforts (subject to overall
policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole
judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage; provided, further, that nothing in this Section 2.23 shall affect or postpone any of the obligations of
the Borrowers or the rights of any Lender pursuant to Section 2.19 or 2.20(a). 

  
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 SECTION 2.24 Replacement of Lenders under Certain Circumstances. The Parent
Borrower shall be permitted to replace any Lender which (a) requests reimbursement for amounts owing pursuant to Section 2.19 or 2.20, (b) becomes a Defaulting Lender or (c) does not consent to any proposed amendment, supplement,
modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been
obtained), with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement,
(iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.19 or 2.20, (iv) the replacement financial
institution shall purchase, at par, all Loans and pay all other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the relevant Borrower shall be liable to such replaced Lender under Section 2.21 if any
Eurocurrency Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the
Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the relevant Borrower shall be obligated to pay the registration and
processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the relevant Borrower shall pay all additional amounts (if any) required pursuant to Section 2.19 or 2.20, as the case may be, and
(ix) any such replacement shall not be deemed to be a waiver of any rights which the Borrowers, the Administrative Agent or any other Lender shall have against the replaced Lender. Each party hereto agrees that an assignment required pursuant
to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Parent Borrower, the Administrative Agent and the assignee, and that the Lender required to make such assignment need not be a party thereto in order for such
assignment to be effective. 
 SECTION 2.25 Foreign Subsidiary Borrowers. (a) The Parent Borrower may at any time, with the
prior consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), add as a party to this Agreement any Foreign Subsidiary to be a Foreign Subsidiary Borrower. Upon satisfaction of the conditions
specified in Section 5.3, such Foreign Subsidiary shall for all purposes be a party hereto as a Foreign Subsidiary Borrower as fully as if it had executed and delivered this Agreement. The Administrative Agent shall notify the Revolving Credit
Lenders at least five Business Days prior to granting such consent and, if any Revolving Credit Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its
organizational policies to make Revolving Credit Loans to, or participate in Letters of Credit for the account of, the relevant Foreign Subsidiary, shall withhold such consent or shall give such consent only upon effecting changes to the provisions
of this Article II as are contemplated by paragraph (c) of this Section 2.25 that will assure that such Revolving Credit Lender is not required to make Revolving Credit Loans to, or participate in Letters of Credit for the account of, such
Foreign Subsidiary. 
 (b) So long as the principal of and interest on any Loans made to any Foreign Subsidiary Borrower under this Agreement
shall have been paid in full and all other obligations of such Foreign Subsidiary Borrower under this Agreement shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative
Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as a “Foreign Subsidiary Borrower”. 

  
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 (c) In order to accommodate (i) the addition of a Foreign Subsidiary as a Foreign
Subsidiary Borrower or (ii) extensions of credit to a Foreign Subsidiary Borrower, in each case, where one or more Revolving Credit Lenders are able and willing to lend Revolving Credit Loans to, and participate in Letters of Credit issued for
the account of, such Foreign Subsidiary, but other Revolving Credit Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower, to effect such changes to the provisions of this Article
II as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with
the intention of providing procedures for the Revolving Credit Lenders who are so able and willing to extend credit to such Foreign Subsidiaries and for the other Revolving Credit Lenders not to be required to do so. Prior to effecting any such
changes, the Administrative Agent shall give all Revolving Credit Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon. 

SECTION 2.26 Parent Borrower as Agent for Foreign Subsidiary Borrowers. (a) Each Foreign Subsidiary Borrower hereby
irrevocably appoints the Parent Borrower as the borrowing agent and attorney-in-fact for such Foreign Subsidiary Borrower, which appointment shall remain in full force and effect unless and until Administrative Agent shall have received prior
written notice signed by the Parent Borrower that it has resigned such position. Each Foreign Subsidiary Borrower hereby irrevocably appoints and authorizes the Parent Borrower to (i) provide all notices and instructions under this Agreement
and (ii) take such action as the Parent Borrower deems appropriate on its behalf to obtain Revolving Credit Loans and the issuance of Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the
purposes of this Agreement. 
 (b) Each Foreign Subsidiary Borrower hereby severally agrees to indemnify each Lender and the Administrative
Agent and hold each Lender and the Administrative Agent harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lenders and the Administrative Agent by such Foreign Subsidiary Borrower or by any third
party whosoever, arising from or incurred by reason of the Lenders’ or the Administrative Agent’s relying on any instructions of the Parent Borrower on behalf of such Foreign Subsidiary Borrower, except that such Foreign Subsidiary
Borrower will have no liability under this subsection 2.26(b) with respect to any liability that is found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Lender or the Administrative
Agent. 
 SECTION 2.27 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender
becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 
 (a) fees shall
cease to accrue on the unfunded portion of the Revolving Credit Commitments of such Defaulting Lender pursuant to Section 2.9(a) and the unfunded portion of the Delayed Draw Term Loan Commitment of such Defaulting Lender pursuant to
Section 2.9(b); 
 (b) the Commitments of such Defaulting Lender shall not be included in determining whether the Required Lenders have
taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.1); provided that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of
an amendment, waiver or other modification requiring the consent of such Lender or each Lender affected thereby; 
 (c) if any Swingline
Loans are outstanding or L/C Obligations exist at the time such Lender becomes a Defaulting Lender then: 

  
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 (i) all or any part of the Swingline Exposure and L/C Exposure of such
Defaulting Lender (other than the portion of such Swingline Exposure referred to in clause (b) of the definition of such term) shall be reallocated among the non-Defaulting Lenders in accordance with their respective USD Revolving Credit
Percentages but only to the extent the sum of all non-Defaulting Lenders’ USD Revolving Extensions of Credit plus such Defaulting Lender’s Swingline Exposure and L/C Exposure does not exceed the total of all non-Defaulting Lenders’
USD Revolving Credit Commitments; 
 (ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the relevant Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such excess Swingline Exposure of the Defaulting Lender not reallocated among the non-Defaulting Lenders
and (y) second, cash collateralize for the benefit of the Issuing Lender only the Borrowers’ obligations corresponding to such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause
(i) above) in accordance with the procedures set forth in Article VIII for so long as such L/C Exposure is outstanding; 

(iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s L/C Exposure pursuant to clause
(ii) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.3(a) with respect to such Defaulting Lender’s L/C Exposure during the period such Defaulting Lender’s L/C Exposure is
cash collateralized; 
 (iv) if the L/C Exposure of the non-Defaulting Lenders is reallocated pursuant to clause
(i) above, then the fees payable to the Lenders pursuant to Section 3.3(a) shall be adjusted in accordance with such non-Defaulting Lenders’ USD Revolving Credit Percentages; and 

(v) if all or any portion of such Defaulting Lender’s L/C Exposure is neither reallocated nor cash collateralized pursuant
to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other Lender hereunder, all fees payable under Section 3.3(a) with respect to such Defaulting Lender’s L/C Exposure shall
be payable to the Issuing Lender until and to the extent that such L/C Exposure is reallocated and/or cash collateralized; and 
 (d) so long
as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related
exposure and the Defaulting Lender’s then outstanding L/C Exposure will be 100% covered by the USD Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with
Section 2.27(c), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.27(c)(i) (and such
Defaulting Lender shall not participate therein). 
 If (i) a Bankruptcy Event with respect to a Lender Parent of any Lender shall
occur following the Closing Date and for so long as such event shall continue or (ii) the Swingline Lender or the Issuing Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other
agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline
Lender or the Issuing Lender, as the case may be, shall have entered into arrangements with the Parent Borrower or such Lender, satisfactory to the Swingline Lender or the Issuing Lender, as the case may be, to defease any risk to it in respect of
such Lender hereunder. 

  
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 In the event that the Administrative Agent, the Parent Borrower, the Swingline Lender and
the Issuing Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and L/C Exposure of the Lenders shall be readjusted to reflect the inclusion
of such Lender’s USD Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for
such Lender to hold such Loans in accordance with its USD Revolving Credit Percentage. 
 SECTION 2.28 Incremental Facilities.
(a) The Parent Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Incremental Term Loans (an “Incremental Term Loan
Facility”) or the USD Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments (“Increased Revolving Credit Commitments”; together with any Incremental Term Loan Facility, the “Incremental
Facilities”), as applicable, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase, (ii) the applicable Increased Facility Closing Date,
(iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, and (z) the Applicable Margin for such Incremental Term Loans;
provided that (i) no Default or Event of Default exists or would exist after giving effect to such Incremental Facility and the incurrence of any Loans thereunder on the applicable Increased Facility Closing Date, (ii) the maturity
date and Weighted Average Life to Maturity of any such Incremental Term Loan Facility shall be no earlier than (or the same as) the maturity date and Weighted Average Life to Maturity, respectively, of the Tranche A Term Loans, (iii) the
interest rates and amortization schedule applicable to any Incremental Term Loan Facility shall be determined by the Parent Borrower and the lenders thereunder and (iv) any Increased Revolving Credit Commitments shall be on terms and pursuant
to documentation applicable to the applicable Revolving Credit Facility (including the maturity date in respect thereof) and any Incremental Term Loan Facility shall be on terms and pursuant to documentation, to the extent such terms and
documentation are not consistent with, in the case of an Incremental Term Loan Facility, the Tranche A Term Loan Facility (except to the extent permitted by clause (ii) and (iii) above), reasonably satisfactory to the Administrative Agent
(including as to the identity of the New Lenders); provided that if the total yield (calculated for both the Incremental Term Loans and the existing Term Loans, including the upfront fees, any interest rate floors and any OID (as defined
below), but excluding any arrangement, structuring, syndication or other similar fees paid by the Parent Borrower) in respect of any Incremental Term Loans exceeds the total yield for the existing Term Loans (it being understood that any such
increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity) by more than 0.50% per
annum, the Applicable Margin for the existing Term Loans shall be increased so that the total yield in respect of such Incremental Term Loans is 0.50% per annum greater than the total yield for the existing Term Loans. Notwithstanding the
foregoing, (i) without the consent of the Required Lenders, the aggregate amount of Incremental Term Loans and Increased Revolving Credit Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and
(ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Lender shall have any obligation to participate in any increase described in this
paragraph unless it agrees to do so in its sole discretion. 

  
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 (b) Any additional bank, financial institution or other entity which, with the consent of
the Parent Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.28(a) shall execute a New
Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit H, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to
the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. 
 (c) Unless otherwise
agreed by the Administrative Agent, on each Increased Facility Closing Date with respect to the applicable Revolving Credit Facility, the Parent Borrower shall borrow Revolving Credit Loans under the relevant increased Revolving Credit Commitments
from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Revolving Credit Loan (and, in the case of Eurocurrency Loans, of each Eurocurrency Tranche) which would then have been
outstanding from such Lender if (i) each such Type or Eurocurrency Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Eurocurrency Tranche requested to be so
borrowed or effected had been proportionately increased. The Eurocurrency Rate applicable to any Eurocurrency Loan borrowed pursuant to the preceding sentence shall equal the Eurocurrency Rate then applicable to the Eurocurrency Loans of the other
Revolving Credit Lenders in the same Eurocurrency Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Parent Borrower and the relevant Revolving Credit Lender). 

(d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility
Closing Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the
Administrative Agent with the Parent Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. 

ARTICLE III. LETTERS OF CREDIT 

SECTION 3.1 L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements
of the other USD Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of any Borrower on any Business Day during the Revolving Credit Commitment Period in
such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations (including
the Dollar Equivalent of the L/C Obligations denominated in Optional Currencies) would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments in respect of the USD Revolving Credit Facility would be
less than zero. Each Letter of Credit shall (i) be denominated in Dollars or an Optional Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five
Business Days prior to the Revolving Credit Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred
to in clause (y) above). 
 (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent
therewith, the laws of the State of New York. 
 (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit
hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. 

  
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 SECTION 3.2 Procedure for Issuance of Letters of Credit. The Parent Borrower (on
its own behalf or on behalf of a Foreign Subsidiary Borrower) may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor,
completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request. Upon receipt of any Application, the Issuing Lender will process such
Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall
the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the
original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Parent Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the Parent Borrower promptly following
the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). 

SECTION 3.3 Commissions, Fees and Other Charges. (a) The relevant Borrower will pay a commission on all undrawn and unpaid
Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the USD Revolving Credit Facility, shared ratably among the USD Revolving Credit Lenders and payable quarterly in arrears on
each L/C Fee Payment Date after the issuance date. In addition, the relevant Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.125% per annum on the undrawn and unexpired amount of each Letter of Credit, payable
quarterly in arrears on each L/C Fee Payment Date after the issuance date. 
 (b) In addition to the foregoing fees and commissions, the
relevant Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any
Letter of Credit. 
 SECTION 3.4 L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants
to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions
hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s USD Revolving Credit Percentage in the Issuing Lender’s obligations and rights under each Letter of Credit
issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender
is not reimbursed in full by the respective Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal
to such L/C Participant’s USD Revolving Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. 

(b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any
unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an
amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate (or, in the case of any such amount in an Optional Currency, the daily average rate for the settlement of obligations between banks in such
currency as determined by the Administrative Agent) during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of
which is the number of days that elapse during such period 

  
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and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C
Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum
applicable to ABR Loans under the USD Revolving Credit Facility (or, in the case of any such amount in an Optional Currency, the Overnight Eurocurrency Rate for such Optional Currency plus the Applicable Margin for Eurocurrency Loans under the USD
Revolving Credit Facility). A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. 

(c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its
pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from any Borrower or otherwise, including proceeds of collateral applied thereto
by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided that in the event that any such payment received by the
Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. 

SECTION 3.5 Reimbursement Obligation of the Borrowers. Each Borrower agrees to reimburse the Issuing Lender on each date on which
the Issuing Lender notifies the relevant Borrower of the date and amount of a draft presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other
costs or expenses incurred by the Issuing Lender in connection with such payment; provided that if the Issuing Lender does not notify the relevant Borrower as provided for above earlier than 9:30 a.m., New York City time, on the date such
draft is paid then such reimbursement payment may be made the Business Day immediately subsequent to the date such draft is paid. Each such payment shall be made to the Issuing Lender at its address for notices specified herein or as it may
otherwise direct in lawful money of the United States or in the relevant Optional Currency, as the case maybe, and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the relevant Borrower under this
Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in Section 2.15(c); provided that if the Issuing Lender does not notify the
relevant Borrower as provided for above earlier than 9:30 a.m., New York City time, on the date such draft is paid, then for such day (and until the next Business Day) all amounts remaining unpaid in respect of such notice shall bear interest the
rate set forth in Section 2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to the relevant
Borrower, in which case the procedures specified in Section 3.4 for funding by L/C Participants shall apply) constitute a request by such Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of ABR Loans in the
amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing. 
 SECTION
3.6 Obligations Absolute. Each Borrower’s obligations under this Article III shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which such Borrower
may have or have had against the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. Each Borrower also agrees with the Issuing Lender that the Issuing Lender shall not be responsible for, and such Borrower’s
Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or
forged, or any dispute between or among such Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of such Borrower against any beneficiary of such Letter
of Credit or any such transferee. The Issuing 

  
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Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of
Credit, except for errors or omissions found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing Lender. Each Borrower agrees that any action taken or omitted by the Issuing Lender
under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State
of New York, shall be binding on such Borrower and shall not result in any liability of the Issuing Lender to such Borrower. 
 SECTION
3.7 Letter of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify the relevant Borrower of the date and amount thereof. The responsibility of the Issuing
Lender to the relevant Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents
(including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. 

SECTION 3.8 Applications. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with
the provisions of this Article III, the provisions of this Article III shall apply. 
 SECTION 3.9 Transitional Provisions. On
the Closing Date, the certain letters of credit outstanding under the Previous Credit Agreement as of the Closing Date (the “Existing Facility Letters of Credit”), (i) shall be deemed to be Letters of Credit issued pursuant to
and in compliance with this Article III, (ii) the face amount of such Existing Facility Letters of Credit (including the Dollar Equivalent of the Existing Facility Letters of Credit denominated in Optional Currencies) shall be included in the
calculation of the available L/C Commitment and the USD Revolving Extensions of Credit, (iii) the provisions of this Article III shall apply thereto, and the Parent Borrower and the USD Revolving Credit Lenders hereunder hereby expressly assume
all obligations with respect to such Letters of Credit and (iv) all liabilities of the Parent Borrower with respect to such Existing Facility Letters of Credit shall constitute Obligations. 

SECTION 3.10 Cash Collateralization. If on any date the L/C Obligations (including the Dollar Equivalent of the L/C Obligations
denominated in Optional Currencies) shall exceed the L/C Commitment, then the Borrowers shall within three Business Days after notice thereof from the Administrative Agent deposit in a cash collateral account opened by the Administrative Agent an
amount equal to such excess plus accrued and unpaid interest thereon. 
 SECTION 3.11 Currency Adjustments.
(a) Notwithstanding anything to the contrary contained in this Agreement, for purposes of calculating any fee in respect of any Letter of Credit in respect of any Business Day, the Administrative Agent shall convert the amount available to be
drawn under any Letter of Credit denominated in an Optional Currency into the Dollar Equivalent thereof. 
 (b) Notwithstanding anything to
the contrary contained in this Article III, prior to demanding any reimbursement from the L/C Participants pursuant to Section 3.4 in respect of any Letter of Credit denominated in an Optional Currency, the Issuing Lender shall convert the
Borrowers’ obligations under Section 3.5 to reimburse the Issuing Lender in such currency into an obligation to reimburse the Issuing Lender in Dollars, and the obligations in respect of such Letter of Credit shall be Dollar obligations
for all purposes thereafter. The Dollar amount of the reimbursement obligation of the Borrowers and the L/C Participants shall be computed by the Issuing Lender based upon the Exchange Rate in effect for the day on which such conversion occurs, as
determined by the Administrative Agent in accordance with the terms hereof. 

  
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 ARTICLE IV. REPRESENTATIONS AND WARRANTIES 

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters
of Credit, the Parent Borrower (and with respect to Section 4.22 only, each Foreign Subsidiary Borrower) hereby represents and warrants to the Administrative Agent and each Lender that: 

SECTION 4.1 Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated
statement of income of the Parent Borrower and its Subsidiaries as of and for the twelve-month period ending on September 30, 2018 (including the notes thereto) (the “Pro Forma Financial Statements”), copies of which have
heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date (in the case of the balance sheet) or at the beginning of such period (in the case of the statement of income)) to the
consummation of the Filtration Acquisition and the incurrence of Indebtedness in connection therewith. The Pro Forma Financial Statements have been prepared in good faith based on information believed by the Parent Borrower as of the date of
delivery thereof to be reasonable, and present fairly in all material respects the financial position of Parent Borrower and its Subsidiaries as of September 30, 2018, assuming that the events specified in the preceding sentence had occurred at
such date or at the beginning of such period, as applicable. 
 (b) The audited consolidated balance sheets of the Parent Borrower and its
Subsidiaries as at December 31, 2016 and 2017 and the related consolidated statements of income and of cash flows for the fiscal years ended December 31, 2015, 2016 and 2017, reported on by and accompanied by an unqualified report from
PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial position of the Parent Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for
the respective fiscal years then ended. The unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at September 30, 2018 and the related consolidated statements of income and of cash flows for the nine-month period
ended on such date, present fairly in all material respects the consolidated financial position of the Parent Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the
nine-month period then ended. All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the
aforementioned firm of accountants (in the case of audited financial statements) or an officer of the Parent Borrower (in the case of unaudited financial statements) and disclosed therein; provided that the unaudited financial statements need
not contain footnotes). 
 (c) The unaudited combined balance sheet of the Acquired Companies as of, and the related statements of income and
cash flow for the year ended December 31, 2017 presents fairly in all material respects the combined financial position of the Acquired Companies as at such date and the income and cash flow for such fiscal year. The unaudited combined balance
sheet of the Acquired Companies as of, and related statements of income and cash flow for the nine months ended September 30, 2018, presents fairly in all material respects the combined financial position of the Acquired Companies as at such
date and the income and cash flow for such nine month period. All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with GAAP (except as may be noted therein or in the notes thereto or
as otherwise described in Section 3.7(b) of the Filtration Acquisition Agreement). 

  
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 (d) As of the date of the most recent financial statements referred to in Sections 4.1(b), the Parent Borrower and its Subsidiaries did not have any material Guarantee Obligations, contingent
liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or
exchange transaction or other obligation in respect of derivatives, that were not reflected in such financial statements, except as set forth on Part I of Schedule 4.1. During the period from December 31, 2017 to and including the date hereof,
there has been no Disposition by the Parent Borrower of any material part of its business or Property, except as set forth on Part II of Schedule 4.1. 

SECTION 4.2 No Change. Since December 31, 2017, there has been no development or event which has had or would reasonably be
expected to have a Material Adverse Effect. 
 SECTION 4.3 Corporate Existence; Compliance with Law. Each of the Parent Borrower
and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its Property, to
lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or
operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except in the case of clauses (c) and (d) to the extent that the failure to so qualify and be in
good standing or to so comply would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 SECTION
4.4 Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the
Borrowers, to borrow hereunder. Each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowers, to authorize the borrowings
on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with
the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and (ii) the filings referred to in
Section 4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of
each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws
relating to or affecting the enforcement of creditors’ rights and to general equity principles (whether enforcement is sought by proceedings in equity or at law). 

SECTION 4.5 No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of
Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the Parent Borrower or any of its Subsidiaries in any material respect and will not result in,
or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of
Law (excluding compliance in the ordinary course of business with the laws and regulations enforced by the United States Food and Drug Administration and any compliance with comparable health and safety requirements) or Contractual Obligation
applicable to the Parent Borrower or any of its Subsidiaries would reasonably be expected to have a Material Adverse Effect. 

  
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 SECTION 4.6 No Material Litigation. Except as set forth on Schedule 4.6, no
litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Parent Borrower, threatened by or against the Parent Borrower or any of its Subsidiaries or against any of their
respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby or (b) which would reasonably be expected to have a Material Adverse Effect. 

SECTION 4.7 No Default. Neither the Parent Borrower nor any of its Subsidiaries is in default under or with respect to any of its
Contractual Obligations in any respect which would reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing. 

SECTION 4.8 Ownership of Property; Liens. Each of the Parent Borrower and its Subsidiaries has title in fee simple to, or a valid
leasehold interest in, all its real property, and sufficient title to enjoy the benefits of, or a valid leasehold interest in, all its other Property, and none of such Property is subject to any Lien except as permitted by Section 7.3. 

SECTION 4.9 Intellectual Property. Except as set forth on Schedule 4.9, (a) the Parent Borrower and each of its Subsidiaries
owns, or is licensed to use or otherwise possess a legally enforceable right to use, all Intellectual Property necessary for the conduct of its business as currently conducted; (b) no material claim has been asserted and is pending by any
Person challenging or questioning the use of any material constituent of the Intellectual Property or the validity or effectiveness of any material constituent of the Intellectual Property, nor does the Parent Borrower know of any valid basis for
any such claim; and (c) to the Parent Borrower’s knowledge, the use of Intellectual Property by the Parent Borrower and its Subsidiaries does not infringe on the valid rights of any Person in any material respect. 

SECTION 4.10 Taxes. Each of the Parent Borrower and each of its Subsidiaries has filed or caused to be filed all U.S. federal,
state and other material tax returns which are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its Property and all other taxes, fees or other charges imposed on
it or any of its Property by any Governmental Authority (other than any such taxes, fees or other charges, the amount or validity of which are currently being contested in good faith by appropriate procedures and with respect to which reserves in
conformity with GAAP have been provided on the books of the Parent Borrower or its Subsidiaries, as the case may be); no tax Lien has been filed, and, to the knowledge of the Parent Borrower, no material claim is being asserted, with respect to any
such tax, fee or other charge. 
 SECTION 4.11 Federal Regulations. No part of the proceeds of any Loans, and no other
extensions of credit hereunder, will be used for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect
without prior written notice to the Administrative Agent or for any purpose which violates the provisions of the regulations of the Board. If requested by any Lender or the Administrative Agent, the Parent Borrower will furnish to the Administrative
Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U. 

SECTION 4.12 Labor Matters. There are no strikes or other labor disputes against the Parent Borrower or any of its Subsidiaries
pending or, to the knowledge of the Parent Borrower, threatened that (individually or in the aggregate) would reasonably be expected to have a Material Adverse Effect. Hours worked by and payment made to employees of the Parent Borrower and its
Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable 

  
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Requirement of Law dealing with such matters that (individually or in the aggregate) would reasonably be expected to have a Material Adverse Effect. All payments due from the Parent Borrower or
any of its Subsidiaries on account of employee health and welfare insurance that (individually or in the aggregate) would reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of
the Parent Borrower or the relevant Subsidiary. 
 SECTION 4.13 ERISA. During the
five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, neither a Reportable Event with respect to a Single Employer Plan nor a failure by any Single
Employer Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Single Employer Plan has occurred, whether or not waived, and each Plan has complied in all
material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued
benefits under each Single Employer Plan did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a
material amount (determined in both cases using the assumptions applicable thereto promulgated under Section 430 of the Code). Neither the Parent Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan which has resulted or would reasonably be expected to result in a material liability under ERISA, and neither the Parent Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the
Parent Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan
is Insolvent. 
 SECTION 4.14 Investment Company Act; Other Regulations. No Loan Party is an “investment company”, or
a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board)
which limits its ability to incur Indebtedness. 
 SECTION 4.15 Subsidiaries. (a) Schedule 4.15 sets forth as of the
Closing Date the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party. 

(b) There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than equity compensation
granted to employees, consultants, officers or directors, directors’ qualifying shares, Permitted Bond Hedge Transactions and Permitted Warrant Transactions) of any nature relating to the issuance of any Capital Stock of the Parent Borrower or
any Subsidiary, except under the Loan Documents. 
 SECTION 4.16 Use of Proceeds. The proceeds of the Tranche A Term Loans
borrowed on the Closing Date shall be used to replace the “Term Loans” outstanding under the Previous Credit Agreement on the Closing Date. The proceeds of the Delayed Draw Term Loans borrowed on the Filtration Acquisition Closing Date
shall be used to finance in part the Transactions. The proceeds of the Revolving Credit Loans shall be used to finance in part the Transactions and for the general corporate purposes of the Parent Borrower and its Subsidiaries, including for
acquisitions not prohibited by this Agreement and for repurchases of Capital Stock of the Parent Borrower, and to repay revolving loans outstanding under the Previous Credit Agreement. The proceeds of any Incremental Term Loans, Letters of Credit
and Swingline Loans shall be used for the general corporate purposes of the Parent Borrower and its Subsidiaries, including for acquisitions not prohibited by this Agreement and for repurchases of Capital Stock of the Parent Borrower. 

  
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 SECTION 4.17 Environmental Matters. Except as individually or in the aggregate
would not reasonably be expected to result in a Material Adverse Effect: 
 (a) The facilities and properties owned, leased
or operated by the Parent Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances which
(i) constitute or constituted a violation of, or (ii) would reasonably be expected to have given rise to a release or a threat of release, as regulated or defined, under any Environmental Law. 

(b) The Properties and all operations at the Properties are in material compliance, and have in the last five years been in
material compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Parent Borrower or any
of its Subsidiaries (the “Business”). Neither the Parent Borrower nor any of its Subsidiaries has contractually assumed any liability of any other Person under Environmental Laws other than in the ordinary course of business. 

(c) Neither the Parent Borrower nor any of its Subsidiaries has received or is aware of any notice of violation, alleged
violation, non-compliance, liability or potential liability, judicial proceeding or governmental or administrative action or consent decrees or other decrees, consent orders, administrative orders or other orders, regarding environmental matters or
compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Parent Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. 

(d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a
manner or to a location which would reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties
in violation of, or in a manner that would reasonably be expected to give rise to liability under, any applicable Environmental Law. 

(e) There has been no release or threat of release of Materials of Environmental Concern at or from the properties previously
owned or operated by the Parent Borrower or any Subsidiary (the “Former Properties”) during such period of ownership or operation, or arising from or related to the operations of the Parent Borrower or any Subsidiary in connection
with the Former Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that would reasonably be expected to give rise to liability under Environmental Laws. 

SECTION 4.18 Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the
Lender Presentation or any other document, certificate or statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or
the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Lender Presentation, as of the Closing Date), in each case, when taken as a whole with all supplements
and updates thereto on or prior to such date and all public filings made by the Parent Borrower or any of its Subsidiaries on or prior to such date, any untrue statement of a material fact or omitted to state a material fact necessary in order to
make the statements contained herein or therein not misleading; provided that the foregoing shall not apply to projections, pro forma financial information, forward-looking statements, estimates and information of a general economic or
industry-specific nature. The projections, pro forma financial information, forward-looking statements and 

  
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estimates contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Parent Borrower to be reasonable at the time made, it being
recognized by the Lenders that (a) such projections, pro forma financial information, forward-looking statements and estimates relate to future events, are not to be viewed as fact, are subject to significant uncertainties and contingencies,
many of which are beyond the control of the Parent Borrower and its Subsidiaries, and are not a guarantee of financial performance and (b) no assurance can be given that any particular projections, pro forma financial information,
forward-looking statements or estimates will be realized and actual results during the period or periods covered by such projections, pro forma financial information, forward-looking statements and estimates may differ from the projected results set
forth therein by a material amount. There is no fact known to any Loan Party that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Lender Presentation or
in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents or in the public filings made by the Parent
Borrower and its Subsidiaries. As of the Closing Date, to the best knowledge of the Parent Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Closing Date to any Lender in connection with this
Agreement is true and correct in all material respects. 
 SECTION 4.19 Security Documents. The Guarantee and Collateral
Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock
described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when
financing statements in appropriate form are filed in the offices specified on Schedule 4.19 and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement, the Guarantee and Collateral Agreement shall
constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in
each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). 

SECTION 4.20 Solvency. Each Loan Party is, and after giving effect to the incurrence of all Indebtedness and obligations being
incurred in connection herewith will be and will continue to be, Solvent. 
 SECTION 4.21 Anti-Corruption Laws and Sanctions.
The Parent Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Parent Borrower, its Subsidiaries and their respective directors, officers, employees and agents (when acting for the
Parent Borrower or any of its Subsidiaries) with Anti-Corruption Laws and applicable Sanctions. The Parent Borrower, its Subsidiaries and their respective directors and officers and, to the knowledge of the Parent Borrower and its Subsidiaries,
their respective employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. The Parent Borrower and its Subsidiaries, and to the knowledge of the Parent Borrower and its Subsidiaries, their
respective officers, employees, directors and agents, are not knowingly engaged in any activity that would reasonably be expected to result in any Borrower being designated as a Sanctioned Person. None of (a) the Parent Borrower, any Subsidiary
or, to the knowledge of the Parent Borrower or such Subsidiary, any of their respective directors, officers or employees, or (b) to the knowledge of the Parent Borrower, any agent of the Parent Borrower or any Subsidiary that will act in any
capacity in connection with or benefit from the credit facility established hereby is a Sanctioned Person (other than, in the case of this clause (b), a Sanctioned Person within the meaning of clause (b) of the definition thereof (or a Person
owned or controlled by a Person that is a Sanctioned Person under clause (b) of the definition thereof) whose status 

  
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as a Sanctioned Person does not result in a violation of Sanctions by the Parent Borrower or any of its Subsidiaries. Neither the Parent Borrower nor any of its Subsidiaries will use the proceeds
of any Loan or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the
purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country to the extent such activities, business or transaction would be prohibited by Sanctions if conducted
by a Person organized in any jurisdiction governed by the laws of the United States, the United Kingdom or in a European Union member state in which the Parent Borrower or any of its Subsidiaries is organized from time to time, or (C) in any
manner that would result in the violation of any Sanctions applicable to any party hereto. 
 SECTION 4.22 Foreign Subsidiary
Borrowers. With respect to each Foreign Subsidiary Borrower party to this Agreement as of the Closing Date: 
 (a) subject to applicable
Requirements of Law, the obligations of such Foreign Subsidiary Borrower under this Agreement, when executed and delivered by such Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary
Borrower; 
 (b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement
and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts; 

(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or
other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or
other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note; 

(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its
properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of
judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note; 

(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding
obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations; 
 (f) this Agreement and each Note, if
any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and
to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note; 

  
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 (g) it is not necessary to ensure the legality, validity, enforceability or admissibility in
evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign
Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or
notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and 

(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is,
under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or
(ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable). 

SECTION 4.23 EEA Financial Institutions. No Loan Party is an EEA Financial Institution. 

ARTICLE V. CONDITIONS PRECEDENT 

SECTION 5.1 Conditions to the Effectiveness of this Agreement. The amendment and restatement of the Previous Credit Agreement
effected hereby and the agreement of each Lender to make the extensions of credit requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following
conditions precedent: 
 (a) Credit Agreement. The Administrative Agent shall have received this Agreement executed
and delivered by the Administrative Agent, the Parent Borrower, each Foreign Subsidiary Borrower party hereto on the date hereof and each Lender (which Lenders shall constitute Required Lenders (as defined under the Previous Credit Agreement)), the
“Revolving Credit Commitments” under the Previous Credit Agreement shall have been replaced with the Revolving Credit Commitments hereunder, the Existing Revolving Credit Loans of Existing Revolving Credit Lenders that are not Revolving
Credit Lenders hereunder (or whose aggregate Revolving Credit Commitments hereunder are less than their outstanding Existing Revolving Credit Loans) on the Closing Date shall have been repaid, in whole or in part, as applicable (together with
accrued interest thereon), and the Existing Term Loans of Existing Term Loan Lenders that are not Term Loan Lenders hereunder (or whose Tranche A Term Loan Commitments hereunder are less than their outstanding Existing Term Loans) on the Closing
Date shall have been repaid, in whole or in part, as applicable (together with accrued interest thereon) (provided that Lenders constituting the Required Lenders (as defined in the Previous Credit Agreement) have executed and delivered this
Agreement, any Existing Revolving Credit Lender and any Existing Term Loan Lender that is not a Lender under this Agreement shall be deemed to have been replaced under Section 2.24 of the Previous Credit Agreement by the Revolving Credit
Lenders and the Term Loan Lenders, as applicable, hereunder). 
 (b) Fees. The Lenders, the Administrative Agent and
the Arrangers shall have received (to the extent invoiced at least three Business Days prior to the Closing Date) all fees and reasonable and documented expenses required to be paid on or before the Closing Date (including the reasonable and
documented fees and expenses of one legal counsel) on or before the Closing Date. 

  
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 (c) Reaffirmation Agreement. The Administrative Agent shall have
received a Reaffirmation Agreement dated as of the Closing Date, executed and delivered by an authorized officer of the Parent Borrower and each other Loan Party that is party to the Guarantee and Collateral Agreement immediately prior to giving
effect to the Closing Date. 
 (d) Lien Searches. The Administrative Agent shall have received the results of a recent
lien search in each of the jurisdictions where assets of the Parent Borrower and its Subsidiaries are located, and such search shall reveal no liens on any of the assets of the Parent Borrower or any Subsidiary except for liens permitted by
Section 7.3 or discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent. 

(e) Closing Certificate. The Administrative Agent shall have received (i) a certificate of each Loan Party party to
any Loan Document on the Closing Date, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments and (ii) a long form good standing certificate for each Loan Party (other than the Foreign
Subsidiary Borrower party hereto on the Closing Date) from its jurisdiction of organization. 
 (f) Solvency
Certificate. The Administrative Agent shall have received a solvency certificate, dated as of the Closing Date, from an authorized officer of the Parent Borrower, substantially in the form of Exhibit D. 

(g) Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: 

(i) a customary legal opinion of Sullivan & Cromwell LLP, counsel to the Parent Borrower and its Subsidiaries, that is
reasonably satisfactory to the Administrative Agent; 
 (ii) a customary legal opinion of NautaDutilh N.V., Dutch counsel to
Linvatec Nederland B.V., that is reasonably satisfactory to the Administrative Agent; and 
 (iii) a customary legal opinion
of Daniel S. Jonas, general counsel of the Parent Borrower, that is reasonably satisfactory to the Administrative Agent. 

(h) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to
the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Closing Date as if made on and as of such date. 

(i) Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates
representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and
(ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. 

(j) Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing
statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a
perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.3), shall be filed or be in proper form for filing, registration or
recordation. 

  
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 (k) PATRIOT Act, FinCen. (i) The Administrative Agent shall have
received, at least three days prior to the Closing Date, all such documentation and other information about the Parent Borrower and the Guarantors as shall have been reasonably requested by the Administrative Agent in writing at least ten Business
Days prior to the Closing Date that is required by U.S. bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and (ii) to the
extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three days prior to the Closing Date, if any Lender has requested the same in a written notice to the Parent Borrower at least
ten Business Days prior to the Closing Date, such Lender shall have received a Beneficial Ownership Certification in relation to such Borrower. 

For the purpose of determining compliance with the conditions specified in this Section 5.1, each Lender that has signed this Agreement
shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 5.1 unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date
specifying its objection thereto. 
 SECTION 5.2 Conditions to Each Extension of Credit. The agreement of each Lender to make
any extension of credit requested to be made by it on any date (other than its initial extension of credit on the Closing Date and any extension of credit in respect of the Delayed Draw Term Loans) is subject to the satisfaction of the following
conditions precedent: 
 (a) Representations and Warranties. Each of the representations and warranties made by any
Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of such date as if made on and as of such date, except for representations and warranties
expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects (or in all respects if qualified by materiality) as of such earlier date. 

(b) No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect
to the extensions of credit requested to be made on such date. 
 (c) Use of Proceeds Certificate. With respect to any
borrowing of Loans during the Suspension Period, if the aggregate amount of Available Cash would exceed $75,000,000 after giving effect to such borrowing and any other transactions occurring prior to or substantially simultaneously with such
borrowing, the applicable Borrower shall have delivered to the Administrative Agent a certificate with respect to such borrowing, certifying the proposed used of the proceeds of such borrowing (which shall be a use permitted by Section 4.16).

 Each borrowing by and issuance of a Letter of Credit on behalf of any Borrower hereunder (other than the initial extensions of credit on the Closing
Date) shall constitute a representation and warranty by such Borrower as of the date of such extension of credit that the conditions contained in this Section 5.2 have been satisfied. 

SECTION 5.3 Conditions to Initial Loan to Each Foreign Subsidiary Borrower. The agreement of each Revolving Credit Lender to make
any Loans or issue any Letters of Credit to any Foreign Subsidiary Borrower that was not a party to this Agreement as of the Closing Date is subject to the satisfaction of the following conditions precedent: 

  
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 (a) Joinder Agreement. The Administrative Agent shall have received a Foreign
Subsidiary Borrower Joinder Agreement, substantially in the form of Exhibit I, executed and delivered by such Foreign Subsidiary Borrower and the Parent Borrower. 

(b) Opinion. The Administrative Agent shall have received an opinion of counsel for such Foreign Subsidiary Borrower reasonably
acceptable to the Administrative Agent, covering such matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request. 

(c) Other Documents. (i) The Administrative Agent shall have received such documents and certificates as the Administrative Agent
or its counsel may reasonably request relating to the organization, existence and good standing of such Foreign Subsidiary Borrower, the authorization of the transactions contemplated hereby relating to such Foreign Subsidiary Borrower and any other
legal matters relating to such Foreign Subsidiary Borrower, all in form and substance reasonably satisfactory to the Administrative Agent and (ii) to the extent any Foreign Subsidiary Borrower qualifies as a “legal entity customer”
under the Beneficial Ownership Regulation, on or prior to the date of the effectiveness of the applicable Joinder Agreement, if any Lender has requested the same in a written notice to the Parent Borrower at least three Business Days prior to the
date of the effectiveness of such Joinder Agreement, such Lender shall have received a Beneficial Ownership Certification in relation to such Foreign Subsidiary Borrower. 

(d) Additional Representations and Warranties. Unless otherwise agreed by the Administrative Agent, the following representations and
warranties shall be true and correct on and as of such date: 
 (i) Pari Passu. Subject to applicable Requirements of
Law, the obligations of such Foreign Subsidiary Borrower under this Agreement, when executed and delivered by such Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower. 

(ii) No Immunities, etc. Such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its
obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts. Neither
such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal
process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and
existing in respect of its obligations under this Agreement or any Note. Such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled
from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)
under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note. The waiver by such Foreign Subsidiary Borrower described in the immediately
preceding sentence is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations. 

  
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 (iii) No Recordation Necessary. This Agreement and each Note, if any,
is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to
ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note. It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note
that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that
any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to
be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid. 

(iv) Exchange Controls. The execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement,
any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except
(i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as
soon as is reasonably practicable). 
 SECTION 5.4 Conditions to each Delayed Draw Term Loan. The agreement of each Delayed Draw
Term Loan Lender to make the extensions of credit under the Delayed Draw Term Loan Facility requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Filtration Acquisition
Closing Date, of the following conditions precedent: 
 (a) Closing Date. The Closing Date shall have occurred. 

(b) Historical Financial Statements and Pro Forma Financial Statements. The Administrative Agent shall have received the
financial statements described in Section 4.1(a), Section 4.1(b) and Section 4.1(c). 
 (c) Filtration
Acquisition. Substantially concurrently with the making by each Lender of its initial extension of credit hereunder, the Filtration Acquisition shall have been consummated in all material respects in accordance with the Filtration Acquisition
Agreement and no provision thereof shall have been amended or waived, and no consent shall have been given thereunder, in any manner materially adverse to the interests of the Lenders without the prior written consent of the Lead Arranger, such
consent not to be unreasonably withheld, delayed or conditioned (provided that any amendment, modification, waiver or consent that results in a reduction in the Purchase Price (as defined in the Filtration Acquisition Agreement) of less than
10% shall be deemed not to be materially adverse to the interests of the Lenders). 
 (d) Other Indebtedness. On the
Filtration Acquisition Closing Date, after giving effect to the Transactions, neither the Parent Borrower nor any of its Subsidiaries shall have any Indebtedness for borrowed money other than such Indebtedness permitted under this Agreement. 

  
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 (e) Fees. The Lenders, the Administrative Agent and the Arrangers
shall have received (to the extent invoiced at least three Business Days prior to the Filtration Acquisition Closing Date) all fees and reasonable and documented expenses (including the reasonable and documented fees and expenses of legal counsel as
provided in Section 10.5) required to be paid hereunder on or before the Filtration Acquisition Closing Date (or provision shall have been made to deduct such fees and expenses from such extension of credit). 

(f) Security Documents. The Administrative Agent shall have received an Assumption Agreement in the form of Annex I to
the Guarantee and Collateral Agreement, executed and delivered by an authorized officer of the Acquired Companies. 
 (g)
Lien Searches. The Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where assets of the Acquired Companies are located, and such search shall reveal no liens on any of the assets of the
Acquired Companies or their Subsidiaries except for liens permitted by Section 7.3 or discharged on or prior to the Filtration Acquisition Closing Date pursuant to documentation satisfactory to the Administrative Agent. 

(h) Closing Certificate. The Administrative Agent shall have received (i) a certificate of the Parent Borrower and
each Acquired Company, dated the Filtration Acquisition Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments and (ii) a long form good standing certificate for each Acquired Company from its
jurisdiction of organization. 
 (i) Solvency Certificate. The Administrative Agent shall have received a solvency
certificate, dated as of the Filtration Acquisition Closing Date and after giving effect to the Transactions consummated on the Filtration Acquisition Closing Date, from an authorized officer of the Parent Borrower, substantially in the form of
Exhibit D. 
 (j) Legal Opinions. The Administrative Agent shall have received a customary legal opinion of
Sullivan & Cromwell LLP, counsel to the Parent Borrower and its Subsidiaries, that is reasonably satisfactory to the Administrative Agent. 

(k) Specified Acquisition Agreement Representations. Each of the Specified Acquisition Agreement Representations shall
be true and correct (to the extent required by the definition thereof) on and as of the Filtration Acquisition Closing Date, except to the extent expressly made as of an earlier date, in which case such Specified Acquisition Agreement
Representations shall have been true and correct (to the extent required by the definition thereof) as of such earlier date. 

(l) Specified Representations. Each of the Specified Representations shall be true and correct in all material respects
(or in all respects if qualified by materiality or “Material Adverse Effect”) on and as of the Filtration Acquisition Closing Date as if made on and as of such date, except to the extent expressly made as of an earlier date, in which case
such Specified Representations shall have been true and correct in all material respects (or in all respects if qualified by materiality or “Material Adverse Effect”) as of such earlier date. 

(m) Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates
representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and
(ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and 

  
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Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that if, notwithstanding the use by the
Parent Borrower of commercially reasonable efforts (without undue delay, burden or expense) to deliver to the Administrative Agent any certificate or related stock power in respect of the Capital Stock of any Acquired Company required by clause
(i) or any promissory note or related transfer form required by clause (ii) above, such certificates, stock powers, promissory notes and/or transfer forms are not delivered as of the Filtration Acquisition Closing Date, delivery of such
items shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 days of the Filtration Acquisition Closing Date (or such later date as
the Administrative Agent may agree in its reasonable discretion)). 
 (n) Filings, Registrations and Recordings. Each
document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the
Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.3), shall be filed or
be in proper form for filing, registration or recordation; provided that if, notwithstanding the use by the Parent Borrower of commercially reasonable efforts (without undue delay, burden or expense) to satisfy the requirement set forth in
this Section 5.1(m), such requirement is not satisfied as of the Filtration Acquisition Closing Date, the satisfaction of such requirement (other than with respect to the filing of any Uniform Commercial Code financing statement) shall not be a
condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 days of the Filtration Acquisition Closing Date (or such later date as the Administrative
Agent may agree in its reasonable discretion)). 
 (o) PATRIOT Act, FinCen. (i) The Administrative Agent shall
have received, at least three days prior to the Filtration Acquisition Closing Date, all such documentation and other information about the Parent Borrower and the Guarantors as shall have been reasonably requested by the Administrative Agent in
writing at least ten Business Days prior to the Filtration Acquisition Closing Date that is required by U.S. bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including,
without limitation, the PATRIOT Act and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three days prior to the Filtration Acquisition Closing Date, if any
Lender has requested the same in a written notice to the Parent Borrower at least ten Business Days prior to the Filtration Acquisition Closing Date, such Lender shall have received a Beneficial Ownership Certification in relation to the applicable
Borrower. 
 (p) Acquired Company Material Adverse Effect. 

(i) As of the Filtration Acquisition Signing Date, except as set forth in Schedule 3.9 to the Filtration Acquisition Agreement
(as of the Filtration Acquisition Signing Date), since September 30, 2018, there shall have not been any one or more changes, events, or developments that, individually or in the aggregate, have had or would be reasonably expected to have an
Acquired Company Material Adverse Effect. 

  
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 (ii) Since the Filtration Acquisition Signing Date, no event, change or
development shall have occurred and remains in effect that, individually or taken together with any other events, changes or developments, that have occurred since the Filtration Acquisition Agreement Signing Date and remains in effect, have had or
are reasonably expected to have an Acquired Company Material Adverse Effect. 
 For the purpose of determining compliance with the
conditions specified in this Section 5.4, each Lender that has signed this Agreement shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 5.4 unless the Administrative Agent
shall have received written notice from such Lender prior to the proposed Filtration Acquisition Closing Date specifying its objection thereto. 

ARTICLE VI. AFFIRMATIVE COVENANTS 

The Parent Borrower hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or
other amount is owing to any Lender or the Administrative Agent hereunder, the Parent Borrower shall and shall cause each of its Subsidiaries to: 

SECTION 6.1 Financial Statements. Furnish to the Administrative Agent and each Lender: 

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Parent Borrower and its
Subsidiaries, a copy of the audited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each
case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by PricewaterhouseCoopers LLP or other
independent certified public accountants of nationally recognized standing; and 
 (b) as soon as available, but in any event
not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Parent Borrower and its Subsidiaries, the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of
such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the
previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); 

all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein; provided that the financial statements referred to in
Section 6.1(b) need not contain footnotes). 
 SECTION 6.2 Certificates; Other Information. Furnish to the Administrative
Agent and each Lender, or, in the case of clauses (f) and (g), to the Administrative Agent for the relevant Lender: 

(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the
independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; 

  
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 (b) concurrently with the delivery of any financial statements pursuant to
Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements,
and satisfied every condition, contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of
Default except as specified in such certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by the Parent
Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Parent Borrower and its Subsidiaries, as the case may be, (y) to the extent not previously
disclosed to the Administrative Agent, a listing of any county or state within the United States where any Loan Party keeps inventory or equipment and of any Intellectual Property acquired by any Loan Party since the date of the most recent list
delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date) and (z) any change of jurisdiction of organization of any Loan Party; 

(c) no later than 45 days after the end of each fiscal year of the Parent Borrower and its Subsidiaries, a detailed
consolidated budget for the fiscal year in which such budget is delivered (including a projected consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the end of such fiscal year, and the related consolidated statements of
projected cash flow, projected changes in financial position and projected income) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such
Projections are based upon good faith estimates and assumptions believed by such Responsible Officer to be reasonable at the time made, it being recognized by the Lenders that (i) such Projections relate to future events, are not to be viewed
as fact, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Parent Borrower and its Subsidiaries, and are not a guarantee of financial performance and (ii) no assurance can be given that any
particular Projections will be realized and actual results during the period or periods covered by such Projections may differ from the projected results set forth therein by a material amount; 

(d) within 45 days (and 90 days in the case of the end of a fiscal year) after the end of each fiscal quarter of the Parent
Borrower and its Subsidiaries, either (i) a Form 10-Q or 10-K for the Parent Borrower and its Subsidiaries for such fiscal quarter, which contains a narrative discussion and analysis of the financial condition and results of operations of the
Parent Borrower and its Subsidiaries for such fiscal quarter, or (ii) such narrative discussion and analysis; 
 (e)
(i) within five days after the same are sent, copies of all financial statements and reports which the Parent Borrower sends to the holders of any class of its debt securities or public equity securities and (ii) within five days after the
same are filed, copies of all financial statements and periodic reports which the Parent Borrower may make to, or file with, the SEC; provided that the Parent Borrower shall be deemed to have complied with this clause (e)(ii) if the Parent
Borrower provides written notice (which may be in electronic form) of the making or filing of any such financial statements or reports and the same is continuously available on “EDGAR”, the Electronic Data Gathering Analysis and Retrieval
system of the SEC, or “http://www.sec.gov/edgarhp.htm”; 
 (f) promptly, such additional financial and other
information as any Lender may from time to time reasonably request through the Administrative Agent; and 

  
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 (g) promptly following a Borrower’s receipt of any written request
therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with the Beneficial Ownership Regulation. 

SECTION 6.3 Payment of Obligations. (a) Pay, discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate procedures or reserves in conformity with GAAP with respect
thereto have been provided on the books of the Parent Borrower or its Subsidiaries, as the case may be. 
 (b) Each of the Loan Parties will
pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all material taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits
therefrom, as well as all claims of any kind (including claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if the amount or validity thereof is currently being contested in
good faith by appropriate procedures or reserves in conformity with GAAP with respect thereto have been provided on the books of such Loan Party and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any
material portion of the Collateral or any interest therein. 
 SECTION 6.4 Conduct of Business and Maintenance of Existence,
etc. (a) (i) Preserve, renew and keep in full force and effect its corporate existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its
business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (ii) above, to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) comply
with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (c) maintain in effect and enforce
policies and procedures reasonably designed to ensure compliance by the Parent Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. 

SECTION 6.5 Maintenance of Property; Insurance. (a) Keep all Property useful and necessary in its business in good working
order and condition, ordinary wear and tear excepted; (b) maintain with financially sound and reputable insurance companies insurance on all its Property in at least such amounts and against at least such risks (but including in any event
public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business; (c) maintain, with financially sound and reputable companies,
insurance policies (i) insuring the Inventory and Equipment against loss by fire, explosion, theft and such other casualties as may be reasonably satisfactory to the Administrative Agent and (ii) insuring such Loan Party against liability
for personal injury and property damage relating to such Inventory and Equipment, such policies to be in such form and amounts and having such coverage as may be reasonably satisfactory to the Administrative Agent and the Lenders (all such insurance
shall (A) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof, (B) name the
Administrative Agent, on behalf of the Lenders, as loss payee, and (C) be reasonably satisfactory in all other respects to the Administrative Agent); and (d) the Parent Borrower shall deliver to the Administrative Agent and the Lenders a
report of a reputable insurance broker with respect to such insurance during the month of November in each calendar year and such supplemental reports with respect thereto as the Administrative Agent may from time to time reasonably request. 

  
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 SECTION 6.6 Inspection of Property; Books and Records; Discussions.
(a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and
(b) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business,
operations, properties and financial and other condition of the Parent Borrower and its Subsidiaries with officers and employees of the Parent Borrower and its Subsidiaries and with its independent certified public accountants. 

SECTION 6.7 Notices. Promptly give notice to the Administrative Agent and each Lender of: 

(a) the occurrence of any Default or Event of Default; 

(b) any (i) default or event of default under any material Contractual Obligation of the Parent Borrower or any of its
Subsidiaries or (ii) litigation, investigation or proceeding which may exist at any time between the Parent Borrower or any of its Subsidiaries and any Governmental Authority, which in either case, if not cured or if adversely determined, as
the case may be, would reasonably be expected to have a Material Adverse Effect; 
 (c) any litigation or proceeding directly
affecting the Parent Borrower or any of its Subsidiaries not disclosed in a filing made by a Loan Party with the SEC in which (i) the amount sought from the Parent Borrower and its Subsidiaries is $40,000,000 or more and not covered by
insurance or (ii) injunctive or similar relief material to the operations of the Parent Borrower is sought, in each case, as to which the Parent Borrower or any of its Subsidiaries has knowledge or reasonably should have knowledge; 

(d) the following events, as soon as possible and in any event within 30 days after the Parent Borrower knows or has reason to
know thereof: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination or
Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Parent Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from,
or the termination or Insolvency of, any Plan; 
 (e) any development or event which has had or would reasonably be expected
to have a Material Adverse Effect; and 
 (f) any change in the information provided in the Beneficial Ownership
Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification. 
 Each notice
pursuant to this Section 6.7 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Parent Borrower or the relevant Subsidiary proposes to take with
respect thereto. 
 SECTION 6.8 Environmental Laws. (a) Comply with, and make all reasonable efforts to ensure compliance
by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply with and maintain, and make all reasonable efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that any noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. 

  
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 (b) Conduct and complete all investigations, studies, sampling and testing, and all
remedial, removal and other actions required under Environmental Laws and promptly comply with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except to the extent that any noncompliance would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 SECTION 6.9 Additional Collateral,
etc. (a) With respect to any Property acquired after the Closing Date by the Parent Borrower or any of its Material Domestic Subsidiaries (other than (x) any Property described in paragraph (c) or (d) below and, (y) any real property and (z) any Property subject to a Lien expressly permitted by Section 7.3(g), (l) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)), (o) or (q) (if such Lien
was granted in a transaction comparable to that permitted by Section 7.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent
such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such
Property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property, subject to no Liens except as permitted by
Section 7.3, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. 

(b) [Reserved]. 
 (c) With respect
to any new Material Domestic Subsidiary created (including pursuant to a Division) or acquired after the Closing Date by the Parent Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (c), shall include any existing
Domestic Subsidiary that (1) becomes or is designated a Material Domestic Subsidiary or (2) ceases to be a Foreign Subsidiary Holdco and is a Material Domestic Subsidiary), the Parent Borrower or the Subsidiary owning the Capital Stock of
such new Material Domestic Subsidiary shall promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to
grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Material Domestic Subsidiary which is owned by the Parent Borrower or any of its Subsidiaries,
(ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent Borrower or such Subsidiary, as the case
may be, (iii) cause such new Material Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the
benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Material Domestic Subsidiary, subject to no Liens except as permitted by
Section 7.3, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, and (iv) if
requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualifications, and from counsel,
reasonably satisfactory to the Administrative Agent. 

  
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 (d) With respect to any new Material Foreign Subsidiary that is a Pledge Eligible Foreign
Subsidiary (65%) created or acquired after the Closing Date by the Parent Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (d), shall include (1) any existing Foreign Subsidiary or Foreign Subsidiary Holdco
that (A) becomes or is designated a Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (65%) or (B) is a Material Foreign Subsidiary and becomes a Pledge Eligible Foreign Subsidiary (65%) and (2) any
Domestic Subsidiary that becomes a Foreign Subsidiary Holdco that is a Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (65%)), the Parent Borrower or the Subsidiary owning the Capital Stock of such Material Foreign
Subsidiary shall promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative
Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Material Foreign Subsidiary that is owned by the Parent Borrower or any of its Subsidiaries (provided that in no event shall
more than 65% of the total outstanding Capital Stock of any such new Material Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is
certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the
Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which
opinions shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent. 

(e) With respect to any new Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (100%) created or acquired after the
Closing Date by the Parent Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (e), shall include (1) any existing Foreign Subsidiary or Foreign Subsidiary Holdco that (A) becomes or is designated a Material
Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (100%) or (B) is a Material Foreign Subsidiary and becomes a Pledge Eligible Foreign Subsidiary (100%) and (2) any existing Domestic Subsidiary that becomes a
Foreign Subsidiary Holdco that is a Material Foreign Subsidiary and a Pledge Eligible Foreign Subsidiary (100%)), the Parent Borrower or the Subsidiary owning the Capital Stock of such new Material Foreign Subsidiary shall promptly (i) execute
and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a
perfected first priority security interest in the Capital Stock of such new Material Foreign Subsidiary that is owned by the Parent Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such
Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent Borrower or such Subsidiary, as the case may be, and take such other action as may
be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, (iii) cause such new Material Foreign Subsidiary (A) to become a party to the Guarantee and Collateral
Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and
Collateral Agreement with respect to such new Material Foreign Subsidiary, subject to no Liens except as permitted by Section 7.3, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by
the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent. 

  
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 SECTION 6.10 Additional Covenants Relating to Collateral. (a) If any amount
in excess of $10,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Chattel Paper, deliver such Instrument or Chattel Paper immediately to the Administrative Agent, duly indorsed in a
manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to the Guarantee and Collateral Agreement. 
 (b) Not,
except upon 15 days’ prior written notice to the Administrative Agent and delivery to the Administrative Agent of (A) all additional executed financing statements and other documents reasonably requested by the Administrative Agent to
maintain the validity, perfection and priority of the security interests provided for in the Guarantee and Collateral Agreement, and (B) if applicable, a written supplement to Schedule 5 to the Guarantee and Collateral Agreement showing any
additional location at which Inventory or Equipment shall be kept: 
 (i) permit any of the Inventory or Equipment to be kept
at a location other than those listed on Schedule 5 to the Guarantee and Collateral Agreement, as supplemented (other than mobile goods and Inventory and Equipment located temporarily in a UCC financing statement filing jurisdiction the aggregate
fair market value of which is less than $75,000,000); 
 (ii) change the location of its chief executive office or sole place
of business from that referred to in Section 4.4 of the Guarantee and Collateral Agreement; or 
 (iii) change its name,
identity or corporate structure to such an extent that any financing statement filed by the Administrative Agent in connection with the Guarantee and Collateral Agreement would become misleading. 

(c) Advise the Administrative Agent and the Lenders promptly, in reasonable detail, of: 

(i) any Lien (other than security interests created hereby or Liens permitted under Section 7.3) on any material portion
of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder in any material respect; and 

(ii) the occurrence of any other event which would reasonably be expected to have a material adverse effect on the aggregate
value of the Collateral or on the security interests created hereby. 
 SECTION 6.11 Post-Closing Covenant. Satisfy, to the
extent not satisfied on the Closing Date, the requirements set forth in Section 5.4(n) and (o) within the time period set forth in such Section. 

ARTICLE VII. NEGATIVE COVENANTS 

The Parent Borrower hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or
other amount is owing to any Lender or the Administrative Agent hereunder, the Parent Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: 

  
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 SECTION 7.1 Financial Condition Covenants. 

(a) Consolidated Senior Secured Leverage Ratio. Permit the Consolidated Senior Secured Leverage Ratio as at the last day
of any period of four consecutive fiscal quarters of the Parent Borrower and its Subsidiaries ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter: 

 

			
	 Fiscal Quarter Ending
	  	 Consolidated

Senior Secured
 Leverage
Ratio

	March 31, 2019	  	4.25 to 1.00
		
	June 30, 2019	  	4.25 to 1.00
		
	September 30, 2019	  	4.25 to 1.00
		
	December 31, 2019	  	4.00 to 1.00
		
	March 31, 2020	  	4.00 to 1.00
		
	June 30, 2020	  	Not applicable
		
	September 30, 2020	  	Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) of the definition thereof, in which case 4.00 to 1.00
		
	December 31, 2020	  	Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) or (b)(ii) of the definition thereof, in which case 3.75 to 1.00
		
	March 31, 2021	  	Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i), (b)(ii) or (b)(iii) of the definition thereof, in which case 3.75 to 1.00
		
	June 30, 2021 and thereafter	  	3.75 to 1.00

 Notwithstanding the foregoing, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, at the
election of the Parent Borrower (the notice of which election shall be given prior to the earlier of (i) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the date by which the Parent
Borrower has to deliver financial statements in accordance with Section 6.1(a) or (b) in respect of the fiscal quarter in which such Material Acquisition was consummated), the Consolidated Senior Secured Leverage Ratio may be 0.50 to 1.00
(or such lesser amount as is required to comply with clause (x) of the proviso below) greater than the ratios set forth in the table above or the proviso in the immediately preceding sentence, as applicable, for four consecutive fiscal quarters
starting with the fiscal quarter in which such Material Acquisition is consummated; provided that (x) the required Consolidated Senior Secured Leverage Ratio that would apply as a result of any such step-up shall be no greater than 4.25
to 1.00, (y) such step-up shall only be permitted twice during this Agreement and (z) there shall be at least two fiscal quarters in between any such step-ups. 

(b) Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as at the last day of any period of four consecutive
fiscal quarters of the Parent Borrower and its Subsidiaries ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter: 

  
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	 Fiscal Quarter Ending
	  	 Consolidated Total

Leverage Ratio

	March 31, 2019	  	5.75 to 1.00
		
	June 30, 2019	  	5.75 to 1.00
		
	September 30, 2019	  	5.75 to 1.00
		
	December 31, 2019	  	5.50 to 1.00
		
	March 31, 2020	  	5.50 to 1.00
		
	June 30, 2020	  	Not applicable
		
	September 30, 2020	  	Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) of the definition thereof, in which case 5.50 to 1.00
		
	December 31, 2020	  	Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) or (b)(ii) of the definition thereof, in which case 5.25 to 1.00
		
	March 31, 2021	  	Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i), (b)(ii) or (b)(iii) of the definition thereof, in which case 5.25 to 1.00
		
	June 30, 2021	  	5.25 to 1.00
		
	September 30, 2021	  	5.25 to 1.00
		
	December 31, 2021 and thereafter	  	5.00 to 1.00

 Notwithstanding the foregoing, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, at the
election of the Parent Borrower (the notice of which election shall be given prior to the earlier of (i) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the date by which the Parent
Borrower has to deliver financial statements in accordance with Section 6.1(a) or (b) in respect of the fiscal quarter in which such Material Acquisition was consummated), the Consolidated Total Leverage Ratio may be 0.50 to 1.00 (or such
lesser amount as is required to comply with clause (x) of the proviso below) greater than the ratios set forth in the table above (as amended by the first proviso in the immediately preceding sentence) or the second proviso in the immediately
preceding sentence, as applicable, for four consecutive fiscal quarters starting with the fiscal quarter in which such Material Acquisition is consummated; provided that (x) the required Consolidated Total Leverage Ratio that would apply
as a result of any such step-up shall be no more than 5.50 to 1.00, (y) such step-up shall only be permitted twice during this Agreement and (z) there shall be at least two fiscal quarters in between any such step-ups. 

(c) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio for any period of four consecutive
fiscal quarters of the Parent Borrower and its Subsidiaries ending with any fiscal quarter set forth below to be less than the ratio set forth below opposite such fiscal quarter: 

 

			
	 Fiscal Quarter Ending
	  	 Consolidated Fixed Charge

Coverage Ratio

	March 31, 2019 – March 31, 2020	  	2.25 to 1.00
		
	June 30, 2020	  	2.00 to 1.00
		
	September 30, 2020	  	1.50 to 1.00 unless the Suspension Period has been terminated pursuant to clause (b)(i) of the definition thereof, in which case 2.25 to 1.00


  
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	 Fiscal Quarter Ending
	  	 Consolidated Fixed Charge

Coverage Ratio

		
	December 31, 2020	  	1.75 to 1.00 unless the Suspension Period has been terminated pursuant to clause (b)(i) or (b)(ii) of the definition thereof, in which case 2.25 to 1.00
		
	March 31, 2021	  	1.75 to 1.00 unless the Suspension Period has been terminated pursuant to clause (b)(i), (b)(ii) or (b)(iii) of the definition thereof, in which case 2.25 to 1.00
		
	June 30, 2021 and thereafter	  	2.25 to 1.00

 (d) Minimum Liquidity. Permit Liquidity, as of any date from the Second Amendment Effective Date
through March 31, 2021, to be less than $135,000,000. 
 SECTION 7.2 Limitation on Indebtedness. Create, incur, assume or
suffer to exist any Indebtedness, except: 
 (a) Indebtedness of any Loan Party pursuant to any Loan Document; 

(b) Indebtedness of the Parent Borrower to any Subsidiary and of any Subsidiary Guarantor to the Parent Borrower or any other
Subsidiary; 
 (c) Indebtedness secured by Liens permitted by Section 7.3(g); provided that the Parent Borrower
shall be in compliance, on a pro forma basis after giving effect to the incurrence of such Indebtedness, with the financial covenants contained in Section 7.1 recomputed as at the last day of the most recently ended fiscal quarter
of the Parent Borrower and its Subsidiaries for which financial statements are available as if such Indebtedness had been incurred on the first day of each relevant period for testing such compliance; provided, further, that no
Indebtedness may be incurred pursuant to this Section 7.2(c) during the Suspension Period. 
 (d) Capital Lease
Obligations in an aggregate principal amount not to exceed the greater of (x) $50,000,000 and (y) 3.0% of Consolidated Total Assets (measured on the date of incurrence of such Capital Lease Obligations) at any one time outstanding; 

(e) Indebtedness outstanding on the Closing Date and listed on Schedule 7.2(e) and any refinancings, refundings, renewals or
extensions thereof (without any increase in the principal amount thereof); 
 (f) guarantees made in the ordinary course of
business by the Parent Borrower or any of its Subsidiaries of obligations of any Subsidiary Guarantor; 
 (g) Indebtedness of
the Parent Borrower or its Subsidiaries on account of industrial revenue bonds in an aggregate principal amount not to exceed the greater of (x) $50,000,000 and (y) 3.0% of Consolidated Total Assets (measured on the date of incurrence of
such Indebtedness) at anyone one time outstanding; 

  
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 (h) guarantees made in the ordinary course of business by the Parent
Borrower or any of its Subsidiaries of lease obligations of their customers in respect of equipment sold by the Parent Borrower or any of its Subsidiaries to a third party and then leased to such customer in an aggregate amount outstanding at any
time not to exceed the greater of (x) $50,000,000 and (y) 3.0% of Consolidated Total Assets (measured on the date of incurrence of such Indebtedness); 

(i) Indebtedness in respect of letters of credit (not otherwise permitted under this Section 7.2) outstanding in the
ordinary course of business in an aggregate face amount not to exceed the greater of (x) $50,000,000 and (y) 3.0% of Consolidated Total Assets (measured on the date of incurrence of such Indebtedness); 

(j) Indebtedness of (i) any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party and
(ii) any Subsidiary Guarantor to any Subsidiary that is not a Loan Party; 
 (k) Indebtedness of any Foreign Subsidiary
or Foreign Subsidiary Holdco to the Parent Borrower or any other Subsidiary (so long as no Default or Event of Default shall have occurred and be continuing at the time of the incurrence of such Indebtedness); provided that (x) the
requirements of Section 6.9 are satisfied and (y) the aggregate principal amount of such Indebtedness at any time outstanding shall not exceed (A) during the Suspension Period, $50,000,000 and (B) otherwise, the greater of
(1) $150,000,000 and (2) 10.0% of Consolidated Total Tangible Assets (measured on the date of incurrence of such Indebtedness); provided, further, that any Indebtedness permitted by this Section 7.2(k) shall be evidenced
by a note or similar instrument and pledged in accordance with Section 6.9 and the Guarantee and Collateral Agreement; 

(l) (i) Permitted Unsecured Indebtedness; provided that (x) at the time of, and after giving effect to, the
incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing (or, with respect to any Permitted Unsecured Indebtedness incurred to finance the Filtration Acquisition, no Event of Default under clause
(a) or clause (f) of Article VIII shall have occurred and be continuing) and (y) the Parent Borrower shall be in compliance, on a pro forma basis after giving effect to the incurrence of such Indebtedness, with the
financial covenant contained in Section 7.1(b), in each case recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available as if such
Indebtedness had been incurred on the first day of such period (or, at the election of the Parent Borrower, with respect to any Permitted Unsecured Indebtedness incurred to finance the Filtration Acquisition, the Consolidated Total Leverage Ratio of
the Parent Borrower and its Subsidiaries, on a pro forma basis after giving effect to the incurrence of such Indebtedness, shall not exceed 5.75 to 1.00 (or, if the Parent Borrower issues at least $75 million of Capital Stock after the
date of execution of the Filtration Acquisition Agreement but on or prior to the consummation of the Filtration Acquisition, 5.25 to 1.00) recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its
Subsidiaries for which financial statements are available as of the date of execution of the Filtration Acquisition Agreement as if the Filtration Acquisition and related financings or other transactions (without regard to the making of any earn-out
payments) had occurred on the first day of the relevant period for testing such compliance) and (ii) any guarantee by any Subsidiary in respect of any Permitted Unsecured Indebtedness; provided that (x) no Subsidiary that is not a
Loan Party shall guarantee any Permitted Unsecured Indebtedness and (y) any such guarantee in respect of Permitted Unsecured Indebtedness shall be unsecured; provided, further, that no Indebtedness may be incurred pursuant to this
Section 7.2(l) during the Suspension Period unless the Net Cash Proceeds of such Indebtedness are applied to prepay the Term Loans as set forth in Section 2.12(f) within five Business Days after such incurrence; 

  
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 (m) Indebtedness incurred in connection with or in substitution or
replacement of a Receivables Transfer Program in an aggregate principal amount not to exceed the greater of (x) $125,000,000 and (y) 7.5% of Consolidated Total Assets (measured on the date of incurrence of such Indebtedness); 

(n) (i) Permitted Subordinated Indebtedness; provided that the Parent Borrower shall be in compliance, on a pro
forma basis after giving effect to the incurrence of such Indebtedness, with the financial covenant contained in Section 7.1(b), recomputed on a pro forma basis as at the last day of the most recently ended fiscal quarter of the
Parent Borrower and its Subsidiaries for which financial statements are available as if such Indebtedness had been incurred on the first day of such period and (ii) any guarantee by any Subsidiary in respect of any Permitted Subordinated
Indebtedness; provided that (x) no Subsidiary that is not a Loan Party shall guarantee any Permitted Subordinated Indebtedness and (y) any such guarantee shall be subordinated to the prior payment in full of the Obligations on the
same basis as the related Permitted Subordinated Indebtedness; provided, further, that no Indebtedness may be incurred pursuant to this Section 7.2(n) during the Suspension Period unless the Net Cash Proceeds of such Indebtedness
are applied to prepay the Term Loans as set forth in Section 2.12(f) within five Business Days after such incurrence ; 

(o) unsecured Indebtedness not otherwise permitted by this Section 7.2 in an aggregate principal amount not to exceed
(i) during the Suspension Period, $25,000,000 and (ii) otherwise, the greater of (A) $60,000,000 and (B) 3.25% of Consolidated Total Assets (measured on the date of incurrence of such Indebtedness); 

(p) (i) Obligations under or in respect of interest rate Swap Agreements up to an aggregate notional principal amount not
to exceed at any time an amount equal to the Commitments of all the Lenders in the aggregate at such time, (ii) Obligations owing under Swap Agreements entered into in order to manage existing or anticipated exchange rate or commodity price
risks and not for speculative purposes, (iii) Obligations in respect of Swap Agreements entered into in connection with any Permitted Bond Hedge Transaction and (iv) Obligations in respect of Swap Agreements entered into in connection with
any Permitted Warrant Transaction; 
 (q) Indebtedness of a Subsidiary of the Parent Borrower acquired pursuant to the
Filtration Acquisition; provided that the Consolidated Senior Secured Leverage Ratio of the Parent Borrower and its Subsidiaries, computed on a pro forma basis as at the last day of the most recently ended fiscal quarter of the
Parent Borrower and its Subsidiaries for which financial statements are available as of the date of execution of the Filtration Acquisition Agreement giving effect to the Indebtedness contemplated by this clause (q) and calculated as if the
Filtration Acquisition and related financings or other transactions (without regard to the making of any earn-out payments) had occurred on the first day of the relevant period for testing such compliance, is no greater than 4.00 to 1.00; and 

(r) Indebtedness of the Parent Borrower and the Restricted Subsidiaries assumed in connection with Permitted Business
Acquisitions or similar Investments so long as (i) after giving effect to the assumption of such Indebtedness and such Permitted Business Acquisition on a pro forma basis as of the last day of the most recent period of four
consecutive fiscal quarters have been delivered, the Parent Borrower shall be in compliance, on a pro forma basis with the financial covenants contained in Section 7.1(a) and (b), in each case recomputed as at the last day


  
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of the most recently ended fiscal quarter of the Parent Borrower and its Restricted Subsidiaries for which financial statements are available as if such Indebtedness had been incurred on the
first day of such period, (ii) before and after giving effect thereto, no Event of Default shall have occurred and be continuing and (iii) any such Indebtedness shall be unsecured or secured only by a mortgage, purchase money security
interest, Capital Lease Obligation or similar arrangement on the Property acquired in connection with such Permitted Business Acquisition or similar Investment (and any accessions thereto or improvements thereon), and no Lien shall extend to cover
any other Property of the Parent Borrower or any Subsidiary Guarantor; provided that no Indebtedness may be incurred pursuant to this Section 7.2(r) during the Suspension Period. 

For purposes of determining compliance with this Section 7.2, (A) Indebtedness need not be permitted solely by reference to one
category of permitted Indebtedness described in Section 7.2(a) through (r) but may be permitted in part under any combination thereof and (B) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one
or more of the categories of permitted Indebtedness described in Sections 7.2(a) through (r), the Parent Borrower shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness (or any
portion thereof) in any manner that complies with this Section 7.2 and will only be required to include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses and such item of Indebtedness shall be
treated as having been incurred or existing pursuant to only one of such clauses. 
 SECTION 7.3 Limitation on Liens. Create,
incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, except for: 

(a) Liens for taxes, assessments or charges not yet due or which are being contested in good faith by appropriate proceedings;
provided that adequate reserves with respect thereto are maintained on the books of the Parent Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; 

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s or other like
Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings and Liens securing judgments to the extent not constituting an Event of
Default pursuant to Section 8(h); 
 (c) pledges or deposits in connection with workers’ compensation, unemployment
insurance and other social security legislation; 
 (d) deposits to secure the performance of bids, trade contracts (other
than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in
the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Parent Borrower or any of its
Subsidiaries; 
 (f) Liens in existence on the Closing Date listed on Schedule 7.3(f) (and any replacements or extensions
thereof), securing Indebtedness permitted by Section 7.2(e); provided that no such Lien is spread to cover any additional Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; 

  
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 (g) Liens upon real and/or tangible personal Property acquired after the
Closing Date (by purchase, construction or otherwise) by the Parent Borrower or any of its Subsidiaries, each of which Liens either (i) existed on such Property before the time of its acquisition and was not created in anticipation thereof or
(ii) was created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such Property and permitted by Section 7.2; provided that
(A) no such Lien shall extend to or cover any Property of the Parent Borrower or such Subsidiary other than the Property so acquired or financed, and (B) the principal amount of Indebtedness secured by any such Lien shall at no time exceed
80% of the fair market value (as determined in good faith by a Responsible Officer) of such Property at the time it was acquired (by purchase, construction or otherwise); 

(h) Liens created pursuant to the Security Documents; 

(i) any interest or title of a lessor under any lease entered into by the Parent Borrower or any other Subsidiary in the
ordinary course of its business and covering only the assets so leased; 
 (j) Liens arising from precautionary UCC financing
statement filings regarding operating leases or consignment arrangements entered into by the Parent Borrower or its Subsidiaries in the ordinary course of business; 

(k) Liens in favor of banking institutions encumbering the deposits (including the right of setoff) held by such banking
institutions in the ordinary course of business and which are within the general parameters customary in the banking industry; 

(l) Liens on property or assets acquired pursuant to any Permitted Business Acquisition or similar Investment, or on property
or assets of a Person in existence at the time such Person is acquired pursuant to such Permitted Business Acquisition or similar Investment or otherwise becomes a Subsidiary of the Parent Borrower; provided that (i) any Indebtedness
that is secured by such Liens is permitted to exist under Section 7.2, (ii) such Liens are not created in anticipation of such Permitted Business Acquisition or similar Investment or such Person otherwise becoming a Subsidiary of the
Parent Borrower and do not attach to any other asset of the Parent Borrower or any of its Subsidiaries other than any replacements of such property or assets and accessions thereto and proceeds thereof, or, in the case of any acquired Subsidiary,
after-acquired property of such Person of the same type and consistent with that contemplated at the time such original Lien was created and (iii) such Liens secure no greater principal amount of Indebtedness than the aggregate principal amount
of the Indebtedness, if any, secured by such Liens on the date of such Permitted Business Acquisition or similar Investment or date on which such Person otherwise becomes a Subsidiary; 

(m) Liens not otherwise permitted by this Section 7.3 so long as neither (i) the aggregate outstanding principal
amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Parent Borrower and all Subsidiaries) (A) during the
Suspension Period, $15,000,000 and (B) otherwise, the greater of (1) $50,000,000 and (2) 3.0% of Consolidated Total Assets (measured on the date of incurrence of such Liens); 

(n) Liens securing Indebtedness permitted by Section 7.2(e) on the real property of the Parent Borrower or its
Subsidiaries in Largo, Florida; 

  
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 (o) Liens on accounts receivable or related ancillary rights and assets
sold, transferred, encumbered or otherwise disposed of, or purported to have been sold, transferred, encumbered or otherwise disposed of pursuant to a Receivables Transfer Program in accordance with Section 7.5(k); 

(p) Liens in the nature of escrow arrangements for deferred payments to be made in connection with a Permitted Business
Acquisition to the extent such payments constitute amounts permitted under Section 7.8(k) and the rights of any beneficiary thereunder; and 

(q) Liens on property or assets acquired pursuant to the Filtration Acquisition, or on property or assets of a Subsidiary of
the Parent Borrower in existence at the time such Subsidiary is acquired pursuant to the Filtration Acquisition; provided that (i) any Indebtedness that is secured by such Liens is permitted to exist under Section 7.2(q),
(ii) such Liens do not attach to any other asset of the Parent Borrower or any of its Subsidiaries other than any replacements of such property or assets and accessions thereto and proceeds thereof, or, in the case of any acquired Subsidiary,
after-acquired property of such Person of the same type and consistent with that contemplated at the time such original Lien was created and (iii) such Liens secure no greater principal amount of Indebtedness than the aggregate principal amount
of the Indebtedness, if any, secured by such Liens on the date of the Filtration Acquisition. 
 For purposes of determining compliance with
this Section 7.3, (A) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens described in Section 7.3(a) through (q) but may be permitted in part under any combination
thereof and (B) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens described in Section 7.3(a) through (q), the Parent Borrower shall,
in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant and will only be required to include the
amount and type of such Lien or such item of Indebtedness secured by such Lien in one of the above clauses and such Lien securing such item of Indebtedness will be treated as being incurred or existing pursuant to only one of such clauses. 

SECTION 7.4 Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person or Dispose of all or substantially all of its Property or business except: 

(a) (i) any Subsidiary may be merged or consolidated with or into the Parent Borrower (provided that the Parent
Borrower shall be the continuing or surviving Person), any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person) or an entity that will become a Subsidiary Guarantor following a Permitted
Business Acquisition; (ii) any Subsidiary (other than a Subsidiary Guarantor) may be merged or consolidated with or into a Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person),
(iii) any Subsidiary that is a limited liability company may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, any assets of the applicable Dividing Person not held by the Dividing Person or one
of more Wholly-Owned Subsidiaries are held by Persons to whom such assets could have been transferred in compliance with Section 7.5 immediately prior to the consummation of the Division (provided that (w) any Division consummated
in reliance on clause (iii) above shall be deemed to be a utilization of the applicable baskets in Section 7.5, (x) any such Division of a Material Domestic Subsidiary shall only be permitted if each Division Successor is a Material
Domestic Subsidiary that is (or upon consummation of such Division becomes) a Loan Party, (y)

  
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any such Division of a Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (100%) shall only be permitted if each Division Successor is a Material Foreign Subsidiary
that is a Pledge Eligible Foreign Subsidiary (100%) and (z) any such Division of a Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (65%) shall only be permitted if each Division Successor is a Material Foreign
Subsidiary that is either a Pledge Eligible Foreign Subsidiary (100%) or a Pledge Eligible Foreign Subsidiary (65%)) and (iv) the Parent Borrower may be merged or consolidated with or into any Subsidiary provided that if the Parent
Borrower shall not be the continuing or surviving Person (any such continuing or surviving Person, the “Successor Borrower”), (w) the Successor Borrower shall be an entity organized or existing under the laws of the United States or
any state or other political subdivision thereof, (x) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to
a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (y) each Loan Party other than the Parent Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed,
pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its guarantee of, and grant of any Liens as security for, the Obligations shall apply to the Successor Borrower’s obligations under this
Agreement and (z) the Parent Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer and an opinion of counsel, each stating that such merger or consolidation complies with this Agreement; provided,
further, that (1) no Event of Default exists after giving effect to such merger or consolidation, and (2) if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the Parent Borrower
under this Agreement and the other Loan Documents and shall become the “Parent Borrower” for all purposes of the Loan Documents; provided, further, that the Parent Borrower agrees to provide, within three Business Days of any request
therefor, (A) any documentation and other information about such Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required
by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (B) to any Lender that requests the same in writing through the Administrative Agent, a
Beneficial Ownership Certification in relation to the Successor Borrower; 
 (b) (i) any Subsidiary may Dispose of any
or all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or any Subsidiary Guarantor in which the Parent Borrower has an equal or higher direct or indirect ownership percentage and (ii) any Subsidiary that is not a
Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party in which the Parent Borrower has an equal or higher direct or indirect ownership percentage or any
Subsidiary Guarantor; 
 (c) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary
(provided that if (1) one such Subsidiary is a Wholly-Owned Foreign Subsidiary, such Wholly-Owned Foreign Subsidiary shall be the continuing or surviving Person, (2) one such Subsidiary is a Pledge Eligible Foreign Subsidiary (65%),
such Pledge Eligible Foreign Subsidiary (65%) shall be the continuing or surviving Person or the continuing or surviving Person shall be designated a Pledge Eligible Foreign Subsidiary (65%) and (3) one such Subsidiary is a Pledge
Eligible Foreign Subsidiary (100%), the Pledge Eligible Foreign Subsidiary (100%) shall be the continuing or surviving Person or the continuing or surviving Person shall be designated a Pledge Eligible Foreign Subsidiary (100%)); and 

(d) to the extent permitted by Section 7.5. 

  
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 SECTION 7.5 Limitation on Sale of Assets. Dispose of any of its Property or
business (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: 

(a) the Disposition of obsolete or worn out property in the ordinary course of business; 

(b) the sale or other Disposition of inventory in the ordinary course of business; 

(c) Dispositions permitted by Section 7.4(b); 

(d) the sale or issuance of the Capital Stock of (i) any Subsidiary to the Parent Borrower or any Subsidiary Guarantor, (ii) any
Subsidiary (other than a Subsidiary Guarantor) to any Subsidiary Guarantor and (iii) any Subsidiary that is not a Loan Party to any other Subsidiary; 

(e) the sale or transfer of any Capital Stock of any Subsidiary that is not a Loan Party acquired pursuant to a Permitted Business Acquisition
to any other Subsidiary; 
 (f) any Asset Sale (including any sale and leaseback transactions permitted by Section 7.11) or Recovery
Event; provided that (i) the aggregate fair market value of all assets sold in connection with Asset Sales in reliance on this clause (f) shall not exceed (x) 10% of Consolidated Total Assets (measured as of the last day of the
immediately preceding fiscal year of the Parent Borrower and its Subsidiaries for which audited financial statements are available) in any fiscal year and (y) 20% of Consolidated Total Assets (measured as of the last day of the most recently
ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available, but tested only at incurrence) in the aggregate during any four-year rolling period and (ii) the aggregate amount of Consolidated
EBITDA attributable to all assets sold in connection with Asset Sales in reliance on this clause (f) shall not exceed (x) 7.5% of Consolidated EBITDA (measured based on Consolidated EBITDA for the immediately preceding fiscal year of the
Parent Borrower and its Subsidiaries for which audited financial statements are available) in any fiscal year and (y) 15% of Consolidated EBITDA (measured based on Consolidated EBITDA for the most recently ended period of four consecutive
fiscal quarters of the Parent Borrower and its Subsidiaries for which financial statements are available, but tested only at incurrence) in the aggregate during any four-year rolling period; provided, further, that the requirements of
Section 2.12(b) are complied with in connection with such Asset Sale or Recovery Event; 
 (g) monetary payments made in the ordinary
course of business; 
 (h) the sale or discount without recourse of accounts receivable arising in the ordinary course of business of the
Parent Borrower or its Subsidiaries in connection with the compromise or collection thereof; 
 (i) the sale or issuance of a minimal number
of any Foreign Subsidiary’s Capital Stock to a foreign national to the extent required by local law in a jurisdiction outside the United States; 

(j) any Disposition of Property or business or series of related Dispositions of Property or businesses which yields net proceeds to the Parent
Borrower or any of its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) of less than
the greater of (x) $25,000,000 and (y) 1.5% of Consolidated Total Assets (measured on the date of such Disposition); 
 (k) the
sale, transfer, encumbrance or other disposition of accounts receivable or related ancillary rights and assets pursuant to a Receivables Transfer Program; 

  
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 (l) the sale, transfer, encumbrance or other disposition of securities or related ancillary
rights and assets pursuant to sales, marketing and distribution arrangements; 
 (m) Dispositions of Property from the Parent Borrower or a
Subsidiary Guarantor to the Parent Borrower or another Subsidiary Guarantor; and 
 (n) Dispositions of Property from any Subsidiary that is
not a Loan Party to any other Subsidiary that is not a Loan Party. 
 Any Collateral which is sold, transferred or otherwise conveyed pursuant to this
Section 7.5 to a Person other than the Parent Borrower and its Subsidiaries shall, upon the consummation of such sale in accordance with the terms of this Agreement and the other Loan Documents, be released from the Liens granted pursuant to
the Security Documents and each Lender hereby authorizes and instructs the Administrative Agent to take such action as the Parent Borrower reasonably may request to evidence such release. 

SECTION 7.6 Limitation on Restricted Payments. Declare or pay any dividend (other than dividends payable solely in Capital Stock of
the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock
of the Parent Borrower or any Subsidiary or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or
property or in obligations of the Parent Borrower or any Subsidiary (collectively, “Restricted Payments”), except: 

(a) that (i) any Subsidiary that is not a Loan Party may make Restricted Payments to the Parent Borrower or any
Wholly-Owned Subsidiary and (ii) any Subsidiary Guarantor may make Restricted Payments to the Parent Borrower or any Subsidiary Guarantor; 

(b) (A) repurchases of Capital Stock made in order to fulfill the obligations of the Parent Borrower or any Subsidiary
under an employee or director stock purchase plan or similar plan covering employees of the Parent Borrower or any Subsidiary as from time to time in effect and (B) cash payments made in lieu of issuing fractional shares of Borrower’s
Capital Stock, in an aggregate amount for purposes of clauses (A) and (B) not to exceed $25,000,000 per year; provided that no Restricted Payments may be made pursuant to this Section 7.6(b) during the Suspension Period. 

(c) redemptions of Capital Stock in connection with a rights plan adopted by the Board of Directors of the Parent Borrower in
an aggregate amount equal to $25,000,000 since the Closing Date; provided that during the Suspension Period, the Restricted Payments made pursuant to this Section 7.6(c) shall not exceed $5,000,000; 

(d) the Parent Borrower may make Restricted Payments in any fiscal year in an aggregate amount not to exceed $40,000,000;
provided that during the Suspension Period, the Restricted Payments made pursuant to this Section 7.6(d) shall not exceed $30,000,000; 

(e) so long as (i) the Consolidated Senior Secured Leverage Ratio of the Parent Borrower and its Subsidiaries, computed on
a pro forma basis (giving effect to such Restricted Payment and any Indebtedness incurred in connection therewith) as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which
financial statements are available, is no greater than 3.50 to 1.00 and no Event of Default has occurred and is continuing or would result therefrom, the Parent Borrower may make Restricted Payments in an unlimited amount; provided that no
Restricted Payments may be made pursuant to this Section 7.6(e) during the Suspension Period; 

  
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 (f) the Parent Borrower may (i) pay any premium or other amount in
respect of, and otherwise perform its obligations under, any Permitted Bond Hedge Transaction or Permitted Warrant Transaction and (ii) make any Restricted Payments and/or payments or deliveries required by the terms of, and otherwise perform
its obligations under, any Permitted Bond Hedge Transaction or Permitted Warrant Transaction (including making payments and/or deliveries due upon exercise and settlement or termination thereof); and 

(g) the Parent Borrower or any Subsidiary Borrower may make any Restricted Payments and/or payments or deliveries in shares of
common stock (or other securities or property following a merger event or other change of the common stock of the Parent Borrower or any such Subsidiary Borrower) (and cash in lieu of fractional shares) and/or cash required by the terms of, and
otherwise perform its obligations under, any Permitted Unsecured Indebtedness (including making payments of interest and principal thereon, making payments due upon required repurchase thereof and/or making payments and deliveries due upon
conversion thereof). 
 SECTION 7.7 [Reserved] 

SECTION 7.8 Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit (by way of guaranty or
otherwise) or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting all or a material part of a business unit of, or make any other investment in, any Person (collectively,
“Investments”), except: 
 (a) extensions of trade credit in the ordinary course of business; 

(b) Investments in Cash Equivalents; 

(c) Guarantee Obligations permitted by Section 7.2; 

(d) loans and advances to employees or directors of the Parent Borrower or its Subsidiaries in the ordinary course of business
(including for travel, entertainment and relocation expenses) in an aggregate amount for the Parent Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding; provided, however that this provision shall not
limit key man insurance; 
 (e) the investment by the Parent Borrower or its Subsidiaries of accounts receivable or related
rights and assets pursuant to a Receivables Transfer Program into a Subsidiary; 
 (f) Investments made by the Parent
Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; 
 (g) Investments by the Parent
Borrower or any of its Subsidiaries in the Parent Borrower or any Subsidiary Guarantor in the ordinary course of business; 

(h) Investments (including debt obligations and Capital Stock) by the Parent Borrower or its Subsidiaries received in
connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; 

  
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 (i) so long as no Default or Event of Default shall have occurred and be
continuing, the Parent Borrower or any Subsidiary may make advances, loans or extensions of credit to any Foreign Subsidiary or Foreign Subsidiary Holdco; provided that the Indebtedness of such Foreign Subsidiary or Foreign Subsidiary Holdco
is permitted under Section 7.2(k); 
 (j) in addition to Investments otherwise permitted by this Section 7.8, so
long as no Default or Event of Default shall have occurred and be continuing, Investments by the Parent Borrower or any of its Subsidiaries; provided that (x) to the extent such Investments consist of equity investments (by way of
capital contribution or otherwise) in any Subsidiary, the requirements of Section 6.9 are satisfied and (y) the Consolidated Senior Secured Leverage Ratio of the Parent Borrower and its Subsidiaries, computed on a pro forma
basis (giving effect to such Investments and any Indebtedness incurred in connection therewith) as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available, is
no greater than the Consolidated Senior Secured Leverage Ratio that is 0.25x lower than the Consolidated Senior Secured Leverage Ratio in effect for such fiscal quarter under Section 7.1(a) ; provided that no Investments may be made
pursuant to this Section 7.8(j) during the Suspension Period; 
 (k) other Investments constituting Permitted Business
Acquisitions; provided that no Investments may be made pursuant to this Section 7.8(k) during the Suspension Period; 

(l) in addition to Investments otherwise permitted by this Section 7.8, so long as no Default or Event of Default shall
have occurred and be continuing, Investments by the Parent Borrower or any of its Subsidiaries in an aggregate amount (valued at cost) not to exceed the greater of (x) $75,000,000 and (y) 3.5% of Consolidated Total Assets (measured on the
date of the making of such Investment) at any time outstanding; provided that during the Suspension Period, no more than $50,000,000 of Investments may be outstanding at any time under this Section 7.8(l); and 

(m) to the extent constituting Investments, any (i) interest rate Swap Agreements in the ordinary course of business up to
an aggregate notional principal amount not to exceed at any time an amount equal to the Commitments of all the Lenders in the aggregate at such time, (ii) Swap Agreements in the ordinary course of business entered into in order to manage
existing or anticipated exchange rate or commodity price risks and not for speculative purposes or (iii) Permitted Bond Hedge Transaction or any Permitted Warrant Transaction. 

For purposes of this Agreement, the amount of any Investment shall be the original cost of such Investment plus the cost of all additions
thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment, but giving effect to any repayments of principal in the case of Investments in the form of loans and any
return of capital or return on Investment in the case of equity Investments (whether as a distribution, dividend, redemption or sale, but not in excess of the amount of the initial Investment). 

SECTION 7.9 Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any
voluntary payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds (any such action, a “Prepayment”) with respect to Permitted Subordinated Indebtedness or Permitted Unsecured Indebtedness, unless
(i) both immediately prior to and immediately after giving effect to any such Prepayment, no Default or Event of Default shall have occurred and be continuing, (ii) the Parent Borrower and the Subsidiaries are in compliance, on a pro
forma basis after giving effect to such Prepayment, with the financial covenants contained in Section 7.1, recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its 

  
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Subsidiaries for which financial statements are available and (iii) such Prepayment is not made during the Suspension Period, except this Section 7.9(a) shall not limit payments or
deliveries by the Parent Borrower or any Subsidiary Borrower in shares of common stock (or other securities or property following a merger event or other change of the common stock of the Parent Borrower or any such Subsidiary Borrower) (and cash in
lieu of fractional shares) and/or cash required by the terms of, and otherwise perform its obligations under, any Permitted Unsecured Indebtedness (including making payments of interest and principal thereon, making payments due upon required
repurchase thereof and/or making payments and deliveries due upon conversion thereof); 
 (b) amend, modify, waive or otherwise change, or
consent or agree to any amendment, modification, waiver or other change to any Permitted Subordinated Indebtedness (i) which amends or modifies the subordination provisions contained therein; (ii) which shortens the fixed maturity, or
increases the rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of
such Indebtedness, or increases the amount of, or accelerates the time of payment of, any fees payable in connection therewith; (iii) which relates to the affirmative or negative covenants, events of default or remedies under the documents or
instruments evidencing such Indebtedness and the effect of which is to subject the Parent Borrower or any of its Subsidiaries, to any more onerous or more restrictive provisions; or (iv) which otherwise adversely affects the interests of the
Lenders as senior creditors or the interests of the Lenders under this Agreement or any other Loan Document in any respect; 
 (c) amend,
modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to any Permitted Unsecured Indebtedness (i) which shortens the fixed maturity so that any part of the principal of which is stated to
be payable or is required to be paid (whether by way of mandatory sinking fund, mandatory redemption, mandatory prepayment or other mandatory payment) prior to the final maturity date of the Term Loans then outstanding or, if later, the Revolving
Credit Termination Date (provided, however, that, if the Parent Borrower or any Subsidiary Guarantor has the right to elect to pay, or elects to pay, the principal amount of any such Permitted Unsecured Indebtedness in cash upon a
holder’s exercise of its conversion or exchange right under such Permitted Unsecured Indebtedness, such right or payment is not limited by this clause (i)); (ii) which adds any financial maintenance covenant, (iii) [reserved];
(iv) which relates to the events of default under the documents or instruments evidencing such Indebtedness and that results in such Indebtedness having events of default that are materially more favorable to the holders of such Indebtedness
than the events of default set forth in this Agreement; or (v) which, in the reasonable judgment of the Parent Borrower, results in the covenants under the documents or instruments evidencing such Indebtedness that were not generally customary
for similarly situated issuers in capital markets transactions at the time such Indebtedness was issued; or 
 (d) amend its certificate of
incorporation in any manner materially adverse to the Lenders without the prior written consent of the Required Lenders. 
 SECTION
7.10 Limitation on Transactions with Affiliates. Enter into any transaction, including any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any
Affiliate (other than transactions between or among the Parent Borrower and the Subsidiary Guarantors) that involves consideration in excess of $2,500,000 for such transaction unless such transaction is (a) not otherwise prohibited under this
Agreement and (b) upon fair and reasonable terms no less favorable to the Parent Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate, except
that this Section 7.10 shall not prohibit (i) the sale, transfer, encumbrance or other disposition by the Parent Borrower or its Subsidiaries to a Subsidiary of accounts 

  
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receivable or related ancillary rights or assets, or interests therein, pursuant to a Receivables Transfer Program, (ii) overhead and other ordinary course allocations of costs and services
on a reasonable basis, (iii) allocations of tax liabilities and other tax-related items among the Parent Borrower and its Affiliates based principally upon the financial income, taxable income, credits and other amounts directly related to the
respective parties, (iv) any incurrence of Indebtedness not prohibited by Section 7.2, (iii) any Restricted Payment not prohibited by Section 7.6, (iv) any Investment permitted by Section 7.8 specifically contemplated
by Section 7.8 to be made among Affiliates or (v) transactions between or among the Parent Borrower and its Subsidiaries in the ordinary course of business which are pursuant to customary transfer pricing arrangements or for the
achievement of operating efficiencies (but not involving (x) an Investment not specifically contemplated by Section 7.8 to be made among Affiliates or (y) an Asset Sale not otherwise permitted under this Agreement). 

SECTION 7.11 Limitation on Sales and Leasebacks. Enter into any arrangement with any Person providing for the leasing by the
Parent Borrower or any Subsidiary of real or personal property which has been or is to be sold or transferred by the Parent Borrower or such Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such
Person on the security of such property or rental obligations of the Parent Borrower or such Subsidiary, except in respect of assets the aggregate fair market value of which does not exceed the greater of (x) $75,000,000 and (y) 3.5% of
Consolidated Total Assets (measured on the date of such sale and leaseback transaction). 
 SECTION 7.12 Limitation on Changes in
Fiscal Periods. Change the Parent Borrower’s or any Subsidiary’s method of determining fiscal quarters or fiscal years. 

SECTION 7.13 Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement which
prohibits or limits the ability of the Parent Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in
the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens, Capital Lease
Obligations otherwise permitted hereby or Liens permitted by Sections 7.3(f), (g), (l) or (q) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) any agreement entered
into in connection with a Receivables Transfer Program that prohibits or limits the ability of the Parent Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon the accounts receivable or related ancillary
rights or assets, or interests therein, sold, transferred, encumbered or otherwise disposed of pursuant to such Receivable Transfer Program. 

SECTION 7.14 Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any
consensual encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any
other Subsidiary, (b) make loans or advances to, or other Investments in, the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent Borrower or any other Subsidiary, except for such encumbrances or
restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the
Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a
Receivables Transfer Program. 
 SECTION 7.15 Limitation on Lines of Business. Enter into any business, either directly or
through any Subsidiary, except for those businesses in which the Parent Borrower or any of its Subsidiaries is engaged on the date of this Agreement or which are reasonably related thereto. 

  
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 SECTION 7.16 Limitation on Use of Proceeds. Request any Loan or Letter of
Credit, and the Parent Borrower shall not use, shall procure that its Subsidiaries shall not use, and shall use its reasonable best efforts to procure that its or their respective directors, officers, employees and agents shall not use, the proceeds
of any Loan or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the
purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country to the extent such activities, business or transaction would be prohibited by Sanctions if conducted
by a Person organized in any jurisdiction governed by the laws of the United States, the United Kingdom or in a European Union member state in which the Parent Borrower or any of its Subsidiaries is organized from time to time, or (c) in any
manner that would result in the violation of any Sanctions applicable to any party hereto. 
 ARTICLE VIII. EVENTS OF DEFAULT

 If any of the following events shall occur and be continuing: 

(a) Any Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms
hereof; or any Borrower shall fail to pay any interest on any Loan or Reimbursement Obligation or any other amount payable hereunder or under any other Loan Document within five days after any such interest or other amount becomes due in accordance
with the terms hereof; or 
 (b) Any representation or warranty made or deemed made by any Loan Party herein or in any other
Loan Document or which is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any
material respect on or as of the date made or deemed made; or 
 (c) Any Loan Party shall default in the observance or
performance of any covenant contained in clause (i) of Section 6.4(a) (with respect to the Borrowers only), Section 6.7(a) or Article VII; or 

(d) Any Loan Party shall default in the observance or performance of any other covenant contained in this Agreement or any
other Loan Document (other than as provided in paragraphs (a) through (c) of this Article VIII), and such default shall continue unremedied for a period of 30 days after receipt by the Parent Borrower of written notice thereof by the
Administrative Agent or the Required Lenders; or 
 (e) The Parent Borrower or any of its Subsidiaries shall (i) default
in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any
such Indebtedness beyond the period of grace (not to exceed 31 days), if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or
condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause,
or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case
of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided  

  
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that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default if the Indebtedness is in
respect of any Permitted Warrant Transaction or unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with
respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $50,000,000; provided, further that this clause (e) shall not apply to any Permitted Unsecured Indebtedness to the extent such default,
event or condition occurs as a result of (x) the satisfaction of a conversion contingency, (y) the exercise by a holder of Permitted Unsecured Indebtedness of a conversion right resulting from the satisfaction of a conversion contingency
or (z) a required repurchase under such Permitted Unsecured Indebtedness; or 
 (f) (i) The Parent Borrower or any
of its Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other
relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Parent Borrower or any of its
Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Parent Borrower or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause
(i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the
Parent Borrower or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an
order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Parent Borrower or any of its Subsidiaries shall take any action in furtherance of,
or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Parent Borrower or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit
in writing its inability to, pay its debts as they become due; or 
 (g) (i) Any Person shall engage in any
“prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any Single Employer Plan shall fail to satisfy the minimum funding standards (within the meaning of
Section 412 of the Code or Section 302 of ERISA) applicable to such Single Employer Plan, whether or not waived, or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Parent Borrower or any Commonly Controlled Entity,
(iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of
proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of
Title IV of ERISA, (v) the Parent Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency of, a
Multiemployer Plan or (vi) any other event or condition which shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions,
if any, would, in the sole judgment of the Required Lenders, reasonably be expected to have a Material Adverse Effect; or 

  
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 (h) One or more judgments or decrees shall be entered against the Parent
Borrower or any of its Subsidiaries involving in the aggregate a liability (not covered by insurance as to which the relevant insurance company has acknowledged coverage) of $50,000,000 or more, and all such judgments or decrees shall not have been
paid, vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or 
 (i) Any material
provision of any of the Security Documents shall cease, for any reason, to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any material Lien created by any of the Security Documents in respect of
assets shall cease to be enforceable and of the same effect and priority purported to be created thereby, except to the extent that any loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of
certificates or other possessory collateral actually delivered to it representing securities or other Collateral pledged under the Security Documents or the Administrative Agent’s failure to file or maintain any filings required for perfection
(including the filing of UCC financing statement or continuations, filings regarding IP rights or similar filings); or 
 (j)
Any material provision of the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert; or 

(k) (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), (A) shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, of more than 40% of the outstanding common stock of the Parent Borrower or (B) shall obtain the power (whether or not exercised) to elect a
majority of the Parent Borrower’s directors; or (ii) the board of directors of the Parent Borrower shall cease to consist of a majority of Continuing Directors (provided that, for the avoidance of doubt, subject to the third
paragraph of Section 10.1, any amendment, supplement, modification or waiver of this clause (k) shall require the consent only of each Loan Party and the Required Lenders (and no other Person)); or 

(l) Any Permitted Subordinated Indebtedness or any guarantee thereof shall cease, for any reason, to be validly subordinated to
the Obligations or the obligations of the Subsidiary Guarantors under the Guarantee and Collateral Agreement, as the case may be, as provided in the documents evidencing such Permitted Subordinated Indebtedness, or any Loan Party, any Affiliate of
any Loan Party, the trustee, if any, in respect of such Permitted Subordinated Indebtedness or the holders of at least 25% in aggregate principal amount of such Permitted Subordinated Indebtedness shall so assert; 

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect
to the Borrowers, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default,
either or both of the following actions may be taken: (i) with the consent of the Majority Facility Lenders in respect of any Revolving Credit Facility, the Administrative Agent may, or upon the request of the Majority Facility Lenders in
respect of any Revolving Credit Facility, the Administrative Agent shall, by notice to the Borrowers declare the Revolving Credit Commitments under such Revolving Credit Facility to be terminated forthwith, whereupon the Revolving Credit Commitments
under such Revolving 

  
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Credit Facility shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative
Agent shall, by notice to the Borrowers, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrowers shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the
aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion
thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrowers hereunder and under the other Loan Documents. After all such Letters of Credit shall have
expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrowers hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash
collateral account shall be returned to the Borrowers (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Article VIII, presentment, demand, protest and all other notices of any kind are hereby
expressly waived by the Borrowers. 
 ARTICLE IX. THE ADMINISTRATIVE AGENT 

SECTION 9.1 Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such
Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Administrative Agent. 

SECTION 9.2 Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement and the other Loan
Documents by or 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 9.3 Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement
or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness,


  
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enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The
Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the
properties, books or records of any Loan Party. Without limiting the foregoing, the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce compliance with the
provisions hereof relating to Disqualified Lenders and, without limiting the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant
is a Disqualified Lender or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Lender, in each case made by any other Lender. 

SECTION 9.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Loan Parties), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent
may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all
cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. 
 SECTION
9.5 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or the
Borrowers referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders);
provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interests of the Lenders. 
 SECTION 9.6 Non-Reliance on Administrative
Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of
the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and
without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and 

  
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investigation into, the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans
hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent
hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness
of any Loan Party or any affiliate of a Loan Party which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates. 
 SECTION
9.7 Indemnification. The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably according to
their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section 9.7 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans
shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in
connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements which are
found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. The agreements in this Section 9.7 shall survive the payment of the
Loans and all other amounts payable hereunder. 
 SECTION 9.8 Administrative Agent in Its Individual Capacity. The
Administrative Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though the Administrative Agent was not an Administrative Agent. With respect to its Loans made or
renewed by it and with respect to any Letter of Credit issued or participated in by it, the Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as
though it were not an Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity. 

SECTION 9.9 Successor Administrative Agents. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice
to the Lenders and the Parent Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the
Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Parent Borrower shall have occurred and be continuing) be subject to approval by the Parent Borrower (which approval
shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term 

  
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“Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as
Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume
and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. 

SECTION 9.10 Authorization to Release Liens. The Administrative Agent is hereby irrevocably authorized by each of the Lenders to
release any Lien covering any Property of the Parent Borrower or any of its Subsidiaries that is the subject of a Disposition which is permitted by this Agreement, which has been consented to in accordance with Section 10.1 or in accordance
with Section 10.17. 
 SECTION 9.11 No Other Duties. Notwithstanding anything herein to the contrary, none of the
Arrangers, the Lead Arranger, the syndication agent or the co-documentation agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as a Lender
hereunder. 
 ARTICLE X. MISCELLANEOUS 

SECTION 10.1 Amendments and Waivers. Subject to Section 2.17(b), (c) and (d), neither this Agreement, any other Loan Document,
nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or (with the written
consent of the Required Lenders) the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for
the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required
Lenders, or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided that no such
waiver and no such amendment, supplement or modification shall (i) forgive all or any portion of the principal amount or any accrued but unpaid interest, or extend the final scheduled date of maturity of any Loan, extend the scheduled date of
any amortization payment in respect of any Term Loan, reduce the stated rate of any interest, fee or letter of credit commission payable hereunder or extend the scheduled date of any payment thereof, permit the duration of any Interest Period to be
beyond six months, amend or modify the definition of “Optional Currency” to include additional foreign currencies, amend or modify the last sentence of Section 2.25(a), or increase the amount or extend the expiration date of any
Revolving Credit Lender’s Commitment in each case without the written consent of each Lender directly affected thereby; (ii) eliminate or reduce the voting rights of any Lender under this Section 10.1, reduce any percentage specified
in the definition of Required Lenders, consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or
substantially all of the Subsidiary Guarantor from their obligations under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (iii) reduce the percentage specified in the definition of Majority
Facility Lenders without the written consent of all Lenders under each affected Facility; (iv) amend, modify or waive any provision of Section 2.18 in a manner that would alter the pro rata sharing of payments required thereby without the
written consent of each Lender adversely affected thereby; (v)

  
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reduce the amount of Net Cash Proceeds or Excess Cash Flow required to be applied to prepay Term Loans under this Agreement without the written consent of the Majority Facility Lenders with
respect to each affected Term Loan Facility; (vi) amend, modify or waive any provision of Article IX without the written consent of the Administrative Agent; (vii) amend, modify or waive any provision of Sections 2.6 and 2.7, without the
express written consent of the Swingline Lender; or (viii) amend, modify or waive any provision of Article III without the written consent of the Issuing Lenders. Any such waiver and any such amendment, supplement or modification shall apply
equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be
restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon. For the avoidance of doubt, subject to the second succeeding paragraph of this Section 10.1, any amendment, supplement, modification or waiver of clause (k) of Article VIII shall
require the consent only of each Loan Party and the Required Lenders (and no other Person). 
 Notwithstanding the foregoing, (a) this
Agreement may be amended with the written consent of the Parent Borrower, the Administrative Agent and the USD Revolving Credit Lenders providing Extended USD Revolving Credit Commitments (as defined below) under the Extended USD Revolving Credit
Facility (as defined below) to permit the extension of the USD Revolving Credit Facility beyond the original Revolving Credit Termination Date (as extended, the “Extended USD Revolving Credit Facility”) and the Loans thereunder
(“Extended USD Revolving Credit Loans” and the commitments thereunder, “Extended USD Revolving Credit Commitments”); provided that (i) no Default or Event of Default has occurred and is continuing or
would result from any such extension of the Revolving Credit Termination Date, (ii) the aggregate Extended USD Revolving Credit Commitment shall not exceed the Total USD Revolving Credit Commitments in effect immediately prior to any such
extension without the consent of the Required Lenders, (iii) no USD Revolving Credit Lender shall have any obligation to participate in any extension described in this paragraph unless it agrees to do so in its sole discretion, (iv) the
USD Revolving Credit Commitments of any nonparticipating Revolving Credit Lender shall terminate and the USD Revolving Credit Loans of such Lender shall be due and payable on the original Revolving Credit Termination Date or such other date
specified by Article VIII and (v) all other terms applicable to such Extended USD Revolving Credit Loans (other than terms relating to pricing) shall be substantially identical to those applicable to the USD Revolving Credit Loans, and
(b) this Agreement may be amended with the written consent of the Parent Borrower, the Administrative Agent and the Multicurrency Revolving Credit Lenders providing Extended Multicurrency Revolving Credit Commitments (as defined below) under
the Extended Multicurrency Revolving Credit Facility (as defined below) to permit the extension of the Multicurrency Revolving Credit Facility beyond the original Revolving Credit Termination Date (as extended, the “Extended Multicurrency
Revolving Credit Facility”) and the Loans thereunder (“Extended Multicurrency Revolving Credit Loans” and the commitments thereunder, “Extended Multicurrency Revolving Credit Commitments”); provided
that (i) no Default or Event of Default has occurred and is continuing or would result from any such extension of the Revolving Credit Termination Date, (ii) the aggregate Extended Multicurrency Revolving Credit Commitment shall not exceed
the Total Multicurrency Revolving Credit Commitments in effect immediately prior to any such extension without the consent of the Required Lenders, (iii) no Multicurrency Revolving Credit Lender shall have any obligation to participate in any
extension described in this paragraph unless it agrees to do so in its sole discretion, (iv) the Multicurrency Revolving Credit Commitments of any nonparticipating Revolving Credit Lender shall terminate and the Multicurrency Revolving Credit
Loans of such Lender shall be due and payable on the original Revolving Credit Termination Date or such other date specified by Article VIII and (v) all other terms applicable to such Extended Multicurrency Revolving Credit Loans (other than
terms relating to pricing) shall be substantially identical to those applicable to the Multicurrency Revolving Credit Loans. 

  
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 Furthermore, notwithstanding the foregoing, (i) the Administrative Agent, with the
consent of the Parent Borrower, may amend, modify or supplement any Loan Document without the consent of any Lender or the Required Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error
or other manifest error in any Loan Document and (ii) amendments pursuant to Section 2.28(d) necessary to reflect the existence and terms of any Incremental Term Loans evidenced thereby shall be effected in writing by the Administrative
Agent with the Parent Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. 
 SECTION
10.2 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by facsimile), and, unless otherwise expressly provided herein, shall be deemed to have been duly
given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of facsimile notice, when received, addressed as follows in the case of the Parent Borrower and the Administrative Agent, as set
forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders and as set forth in the Foreign Subsidiary Borrower Joinder Agreement in case of any Foreign Subsidiary Borrower, or to such other address as
may be hereafter notified by the respective parties hereto: 
  

			
	 The Borrowers:
	  	 CONMED Corporation
 525 French Road

Utica, New York 13502
 Attention: Daniel S. Jonas, General
Counsel
                   Sarah M. Oliker, Assistant General
Counsel
                   Todd W. Garner, Chief Financial
Officer
                   Johonna M. Pelletier, Treasurer

Facsimile: (315) 793-8929 / (315) 797-0321 / (315) 624-3147

Telephone: (315) 624-3208 / (315) 624-3549 / (315) 624-3317 / (315) 624-3502

		
	 The Administrative Agent:
	  	 JPMorgan Chase Bank, N.A.
 Agent Bank Services
Group
 10 So. Dearborn, Floor 7
 Chicago, IL 60603-2300

Attention: Muoy Lim
 Facsimile: (888) 303-9732

Telephone: (312) 732-2024

		
	 with a copy to:
	  	 JPMorgan Chase Bank, N.A.
 1 S Clinton Ave,
Floor 07
 Rochester, NY 14604
 Attention: Judy Marsh

Facsimile: (585) 797-1880
 Telephone: (585) 797-0173

		
	 and, in the case of any Multicurrency Revolving Extensions of Credit in any Optional Currencies, a copy to:
	  	 JPMorgan Chase Bank, N.A.
 Agent Bank Services
Group
 10 So. Dearborn, Floor 7
 Chicago, IL 60603-2300

Attention: Muoy Lim
 Facsimile: (888) 303-9732

Telephone: (312) 732-2024



  
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 provided that any notice, request or demand to or upon the Administrative Agent or the Lenders shall
not be effective until received. 
 Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic
communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The
Administrative Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications. 
 SECTION 10.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law. 
 SECTION 10.4 Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of
the Loans and any other extensions of credit hereunder. 
 SECTION 10.5 Payment of Expenses. The Parent Borrower agrees
(a) to pay or reimburse the Administrative Agent, the Arrangers and the Lead Arranger for all their reasonable and documented out-of-pocket costs and expenses
incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the
consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of one primary counsel selected by the Administrative Agent to the Administrative Agent, the
Arrangers and the Lead Arranger (and of such regulatory counsel and local counsel as the Administrative Agent may deem appropriate in its good faith discretion) and, solely in the case of an actual or potential conflict of interest, of one
additional counsel (and, if reasonably necessary, such regulatory counsel and local counsel as the Administrative Agent may deem appropriate in its good faith discretion) to each group of similarly affected Persons and filing and recording fees and
expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower at least three Business Days prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a
quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection
with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable and documented fees and disbursements of one primary counsel selected by the Administrative
Agent to the Lenders and the Administrative Agent (and of such regulatory counsel and local counsel as the Administrative Agent may deem appropriate in its good faith discretion) and, solely in the case of an actual or potential conflict of
interest, of one additional counsel (and, if reasonably necessary, such regulatory counsel and local counsel as the Administrative Agent may deem appropriate in its good faith discretion) to each group of similarly affected Persons, (c) to pay,
indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan
Documents and any such other documents, and (d) to pay, indemnify, 

  
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and hold each Lender, the Administrative Agent and their respective officers, directors, trustees, employees, affiliates, agents and controlling persons (each, an “indemnitee”) harmless
from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than for loss of profits) with respect to the execution,
delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or
liability under, any Environmental Law applicable to the operations of the Parent Borrower, any of its Subsidiaries or any of the Properties and the reasonable and documented fees and expenses of legal counsel in connection with claims, actions or
proceedings by any indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); provided that the Parent Borrower shall have no obligation hereunder
to any indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities arise from (x) the gross negligence or willful misconduct of such indemnitee, (y) a material breach by the relevant indemnitee of its
obligations under the Loan Documents, or (z) any dispute solely among indemnitees or any of their respective directors, officers, trustees, employees, advisors, agents or controlling persons (other than in the capacity of an Administrative
Agent or any similar role under the Loan Documents and other than any claims arising out of any act or omission on the part of the Parent Borrower or its Affiliates). Without limiting the foregoing, and to the extent permitted by applicable law, the
Parent Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to so waive, all rights for contribution or any other rights of recovery with respect to all claims, demands,
penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any indemnitee. All amounts due under this
Section 10.5 shall be payable not later than 10 days after written demand therefor. The agreements in this Article X shall survive repayment of the Loans and all other amounts payable hereunder. 

SECTION 10.6 Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of the Issuing Lender that issues any Letter of Credit), except that (i) except for any assignment from
any Foreign Subsidiary Borrower to the Parent Borrower expressly contemplated by Section 2.22(b), no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6. Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any affiliate of the Issuing Lender that issues any Letter of
Credit), Participants (to the extent provided in paragraph (c) of this Section 10.6) and, to the extent expressly contemplated hereby, the affiliates of each of the Administrative Agent, the Issuing Lender and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement. 
 (b) (i) Subject to the conditions set forth in paragraph
(b)(ii) below, any Lender may assign to one or more assignees (other than (A) a natural person (or any holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person), (B) a Defaulting
Lender, a subsidiary of a Defaulting Lender or a Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary of a Defaulting Lender, (C) a Disqualified Lender or (D) the Parent Borrower or any of its
Subsidiaries) (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such
consent not to be unreasonably withheld) of: 

  
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 (A) the Parent Borrower; provided that no consent of the Parent
Borrower shall be required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under clauses (a) or (f) of Article VIII has occurred and is continuing, any other Person;
provided, further, that the Parent Borrower shall be deemed to have consented to any such assignment unless the Parent Borrower shall object thereto by written notice to the Administrative Agent within 10 Business Days after having
received notice thereof; and 
 (B) the Administrative Agent; provided that no consent of the Administrative Agent
shall be required for an assignment of (x) any Revolving Credit Commitment to an Assignee that is a Revolving Credit Lender immediately prior to giving effect to such assignment or (y) all or any portion of a Term Loan to a Lender, an
affiliate of a Lender or an Approved Fund. 
 (ii) Assignments shall be subject to the following additional conditions: 

(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the
entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 with respect to the Revolving Credit Commitments and the Revolving Credit Loans or $1,000,000 with respect to the Term Loans (in each case,
other than in the case of an assignment of all of a Lender’s interests under this Agreement), unless each of the Parent Borrower and the Administrative Agent otherwise consent; provided that (1) no such consent of the Parent
Borrower shall be required if an Event of Default under clauses (a) or (f) of Article VIII has occurred has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved
Funds, if any; 
 (B) each partial assignment shall be made as an assignment of a proportionate part of each of the
assigning Lender’s rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of the assigning Lender’s rights and obligations in respect of the
Revolving Credit Commitments or Term Loans; 
 (C) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (with only one such fee payable in connection with the simultaneous assignments to or by two or more Approved Funds that are administered or
managed by the same entity or affiliated entities); and 

  
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 (D) the Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Parent Borrower and its Affiliates
and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws 

For the purposes of this Section 10.6, the term “Approved Fund” has the following meaning: 

“Approved Fund” means: any Person (other than a natural person) that is engaged in making,
purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an affiliate of a Lender or (c) an entity or an affiliate
of an entity that administers or manages a Lender. 
 (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of
an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.19, 2.20, 2.21
and 10.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (c) of this Section 10.6. 
 (iv) The Administrative Agent, acting for this
purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal
amount (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error), and each
Borrower, the Administrative Agent, the Issuing Lender and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to
the contrary. The Register shall be available for inspection by each Borrower, the Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s
completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 10.6 and any written consent to such assignment required by
paragraph (b) of this Section 10.6, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph. 

  
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 (c) (i) Any Lender may, without the consent of the Parent Borrower or the
Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments
and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (C) the Parent Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby
pursuant to the proviso to the second sentence of Section 10.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section 10.6, the Parent Borrower agrees that each Participant shall be entitled to the
benefits of, and subject to the limitations of, Sections 2.19, 2.20 and 2.21 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.6, but to no greater extent
than such Lender. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7(b) as though it were a Lender, but to no greater extent than such Lender; provided such Participant shall be
subject to Section 10.7(a) as though it were a Lender. Each Lender that sells a participation, acting solely for this purpose as an agent of the Borrowers, shall 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 to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under
any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive, and such Lender, each Loan Party and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such
participation for all purposes of this Agreement, notwithstanding notice to the contrary. 
 (ii) A Participant shall not be entitled to
receive any greater payment under Sections 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with
the Parent Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.20 unless such Participant complies with Section 2.20(d), (e) and (f) as if it were a Lender. 

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 10.6 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. 

(e) The Parent Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to
facilitate transactions of the type described in paragraph (d) above. 

  
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 (f) The list of Persons identified in writing by the Parent Borrower to the Lead Arranger as
“Disqualified Lenders” (i) shall be made available to the Lenders by posting on Intralinks/IntraAgency or another relevant Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by the Administrative Agent), (ii) shall be provided to any Lender upon request by such Lender to the Administrative Agent and (iii) shall be provided to any prospective Assignee upon
request by such Assignee and the applicable Lender who is the prospective assignor in connection with a bona fide potential sale on a confidential basis. 

SECTION 10.7 Adjustments; Set-off. (a) Except as otherwise provided in this Agreement with respect to a particular Facility,
if any Lender (a “Benefitted Lender”) shall at any time receive any payment of all or part of its Loans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender’s Loans or the Reimbursement Obligations owing to such other Lender, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders a
participating interest in such portion of each such other Lender’s Loan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided, further, that to
the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set-off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

 (b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the
Borrowers, any such notice being expressly waived by the Borrowers to the extent permitted by applicable law, upon any amount becoming due and payable by any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to
set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Parent Borrower. Each Lender agrees promptly to notify the respective
Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. 

SECTION 10.8 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission shall be as
effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Parent Borrower and the Administrative Agent. 

SECTION 10.9 Severability. Any provision of this Agreement which is 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. 

  
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 SECTION 10.10 Integration. This Agreement and the other Loan Documents represent
the agreement of the Borrowers, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject
matter hereof not expressly set forth or referred to herein or in the other Loan Documents. 
 SECTION 10.11 GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

SECTION 10.12 Submission To Jurisdiction; Waivers. Each Borrower, the Administrative Agent and each Lender hereby irrevocably and
unconditionally: 
 (a) submits for itself and its Property in any legal action or proceeding relating to this Agreement and
the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York, the courts of the United States for the Southern
District of New York, and appellate courts from any thereof, and, to the extent necessary to enforce the Administrative Agent’s or the Lenders’ rights under the Security Documents, courts where Collateral may be located or deemed to
be located; 
 (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it
may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid at its address set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; 

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or
shall limit the right to sue in any other jurisdiction; and 
 (e) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding referred to in this Section 10.12 any special, exemplary, punitive or consequential damages; provided that the waiver set forth in this clause (e) shall not
affect or limit the Borrowers’ obligations under Section 10.5. 
 SECTION 10.13 Acknowledgements. Each Borrower hereby
acknowledges that: 
 (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the
other Loan Documents; 
 (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to
any Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and Lenders, on one hand, and the Borrowers, on the other hand, in connection herewith or
therewith is solely that of debtor and creditor; and 

  
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 (c) no joint venture is created hereby or by the other Loan Documents or
otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrowers and the Lenders. 
 SECTION
10.14 WAIVERS OF JURY TRIAL. EACH BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AND FOR ANY COUNTERCLAIM THEREIN. 
 SECTION 10.15 PATRIOT Act. Each Lender hereby notifies the Borrowers that pursuant to
the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of such Borrower and other information that will allow such Lender to
identify such Borrower in accordance with the Act. 
 SECTION 10.16 Confidentiality. Each of the Administrative Agent, the
Issuing Lender and each Lender agrees to keep confidential all Information (as defined below); provided that nothing herein shall prevent the Administrative Agent, the Issuing Lender or any Lender from disclosing any such Information
(i) to the Administrative Agent, the Issuing Lender or any other Lender or any affiliate thereof in each case which is bound by this Section 10.16, (ii) to any Participant or Assignee (each, a “Transferee”) or any
prospective Transferee or any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty), in each case, which agrees to comply with the provisions of this Section 10.16, (iii) to its employees,
directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates who have been advised with respect to the confidentiality obligations hereof, (iv) upon the request or demand of any Governmental
Authority having jurisdiction over the Administrative Agent, the Issuing Lender or such Lender, (v) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law,
(vi) if required to do so under applicable law in connection with any litigation or similar proceeding or in litigation to enforce this Agreement, (vii) which has been publicly disclosed other than in breach of this Section 10.16,
(viii) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings
issued with respect to such Lender, (ix) in connection with the exercise of any remedy hereunder or under any other Loan Document, (x) if agreed by the Parent Borrower in its sole discretion or (xi) to data service providers,
including league table providers, that serve the lending industry (but, in the case of this clause (xi), solely to the extent that (a) such Information is information about the terms of the financing contemplated hereby routinely provided by
arrangers to data services providers and (b) such Information is provided to such data service providers no earlier than the fifth Business Day after the Closing Date); provided that, if reasonably requested by the Parent Borrower, the
Administrative Agent, the Issuing Lender and the Lenders shall make commercially reasonable efforts to determine, and inform the Parent Borrower of, the Persons who received such Information. “Information” means all information
received from a Loan Party, other than any such information that is available to the Administrative Agent, the Issuing Lender or any Lender on a non-confidential basis prior to disclosure by such Loan Party; provided that in the case of
Information received from a Loan Party after the date hereof, such Information is clearly identified at the time of delivery as confidential. The Loan Parties consent to the publication by the Administrative Agent or any Lender of customary
advertising material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties. 

Each Lender acknowledges that information furnished to it pursuant to this Agreement may include material non-public information concerning
the Parent Borrower and its Affiliates and their related parties or their respective securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material
non-public information in accordance with those procedures and applicable law, including Federal and state securities laws. 

  
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 All information, including requests for waivers and amendments, furnished by the Parent
Borrower or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information about the Parent Borrower and its Affiliates and their related
parties or their respective securities. Accordingly, each Lender represents to the Parent Borrower and the Administrative Agent that it has identified in its administrative questionnaire a credit contact who may receive information that may contain
material non-public information in accordance with its compliance procedures and applicable law. 
 SECTION 10.17 Releases.
(a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly
required by Section 10.1) to take any action requested by the Parent Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by
any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. 

(b) At such time as the Loans, the Reimbursement Obligations and the other Obligations shall have been paid in full, the Commitments have been
terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such
termination) of the Administrative Agent and the Parent Borrower or Subsidiary thereunder 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 Parent
Borrower and Subsidiaries. At the request and sole expense of any Borrower or Subsidiary following any such termination, the Administrative Agent shall deliver to the Parent Borrower or Subsidiary any Collateral held by the Administrative Agent
thereunder, and execute and deliver to the Parent Borrower or Subsidiary such documents as the Parent Borrower or Subsidiary shall reasonably request to evidence such termination. 

SECTION 10.18 Delivery of Signature Pages. (a) Each Existing Revolving Credit Lender and each Existing Term Loan Lender shall
consent to the amendment and restatement of the Previous Credit Agreement effected hereby by executing a signature page to this Agreement and each such Existing Revolving Credit Lender or Existing Term Loan Lender hereby agrees that (to the extent
it has a Revolving Credit Commitment or a Tranche A Term Loan Commitment hereunder) it will continue to be a party to this Agreement as a Lender, with obligations applicable to a Lender hereunder, including the obligation (i) to make or
continue to make extensions of credit to the Parent Borrower and the Foreign Subsidiary Borrowers in an aggregate amount not to exceed the amount of its Revolving Credit Commitment under the applicable Revolving Credit Facility as set forth opposite
such Lender’s name in Schedule 1.1A, as such amount may be changed from time to time as provided in this Agreement and (ii) to make Tranche A Term Loans to the Parent Borrower on the Closing Date in an aggregate amount equal to the amount
of its Tranche A Term Loan Commitment as set forth opposite such Lender’s name in Schedule 1.1A. 
 (b) Each Lender that is not an
Existing Revolving Credit Lender or Existing Term Loan Lender (each an “Initial Lender”) shall become a party to this Agreement by delivering to the Administrative Agent a signature page to this Agreement duly executed by such
Lender and each such Initial Lender agrees to all of the provisions of this Agreement and acknowledges that it will become a party to this Agreement as of the Closing Date as a Lender, with obligations applicable to a Lender


  
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hereunder, including the obligation (i) to make extensions of credit to the Parent Borrower and the Foreign Subsidiary Borrowers in an aggregate principal amount not to exceed the amount of
its Revolving Credit Commitment under the applicable Revolving Credit Facility as set forth opposite such Lender’s name in Schedule 1.1A, as such amount may be changed from time to time as provided in this Agreement and (ii) to make
Tranche A Term Loans to the Parent Borrower on the Closing Date in an aggregate amount equal to the amount of its Tranche A Term Loan Commitment as set forth opposite such Lender’s name in Schedule 1.1A. 

(c) [Reserved]. 
 (d) The Required
Lenders (as defined in the Previous Credit Agreement) hereby waive the applicable notice requirements set forth in (i) Section 2.10 of the Previous Credit Agreement with respect to the termination of the Commitments (as defined in the
Previous Credit Agreement) on the Closing Date and (ii) Section 2.11 of the Previous Credit Agreement with respect to any optional prepayment of Loans (as defined in the Previous Credit Agreement) on the Closing Date. 

SECTION 10.19 Judgment Currency. (a) The Loan Parties’ obligations hereunder and under the other Loan Documents to make
payments in Dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than Dollars, except to the extent that such tender or recovery results in the effective
receipt by the Administrative Agent or the respective Lender or Issuing Lender of the full amount of Dollars expressed to be payable to the Administrative Agent or such Lender or Issuing Lender under this Agreement or the other Loan Documents. If,
for the purpose of obtaining or enforcing judgment against any Loan Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than Dollars (such other currency being hereinafter referred to as the
“Judgment Currency”) an amount due in Dollars, the conversion shall be made at the Dollar Equivalent determined as of the Business Day immediately preceding the day on which the judgment is given (such Business Day being hereinafter
referred to as the “Judgment Currency Conversion Date”). 
 (b) If there is a change in the rate of exchange prevailing
between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Loan Parties shall pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount) as may be necessary to ensure
that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of Dollars which could have been purchased with the amount of Judgment Currency stipulated in the
judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date. 
 (c) For purposes of determining
the Dollar Equivalent or any other rate of exchange for this Section 10.19, such amounts shall include any premium and costs payable in connection with the purchase of Dollars. 

SECTION 10.20 No Novation. The terms and conditions of the Previous Credit Agreement are amended as set forth herein, and restated
in their entirety and superseded by, this Agreement. Nothing in this Agreement shall be deemed to work a novation of any of the obligations under the Previous Credit Agreement. Notwithstanding any provision of this Agreement or any other document or
instrument executed in connection herewith, the execution and delivery of this Agreement and the incurrence of obligations hereunder shall be in substitution for, but not in payment of, the obligations owed by the Borrowers under the Previous Credit
Agreement. From and after the date hereof, each reference to the “Credit Agreement” or other reference originally applicable to the Previous Credit Agreement contained in any document executed and delivered in connection therewith shall be
a reference to this Agreement, as amended, supplemented, restated or otherwise modified from time to time. 

  
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 SECTION 10.21 Acknowledgement and Consent to Bail-In of Affected Financial
Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution
arising under any Loan Document may be subject to the Write-Down and Conversion Powers of a Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by a Resolution Authority to any such liabilities arising hereunder which may be
payable to it by any party hereto that is an Affected Financial Institution; and 
 (b) the effects of any Bail-In Action on any such
liability, including, if applicable: 
 (i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected
Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such
liability under this Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such liability in
connection with the exercise of the Write-Down and Conversion Powers of any Resolution Authority. 
 SECTION 10.22 ERISA Matters.
 
 (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and
(y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Joint Lead Arrangers and their respective Affiliates, and not
to or for the benefit of the Parent Borrower or any other Loan Party, that at least one of the following is and will be true: 

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise for
purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with the Loans or the Commitments; 

(ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain
transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving
insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is
applicable so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement;


  
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 (iii) (A) such Lender is an investment fund managed by a
“Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and
perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through
(g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Commitments and this Agreement; or 
 (iv) such other representation, warranty and covenant as
may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. 
 (b) In addition, unless either
(1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately
preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases
being a Lender party hereto, for the benefit of, the Administrative Agent and the Lead Arrangers and their respective Affiliates, and not to or for the benefit of the Parent Borrower or any other Loan Party, that none of the Administrative Agent or
the Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the
Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto). 
 SECTION
10.23 Acknowledgement Regarding Any Supported QFCs. 
 To the extent that the Loan Documents provide support, through a
guarantee or otherwise, for any Swap Agreement or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as
follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations
promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact
be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States). 

(a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a
proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property
securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and
any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S.
Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised


  
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to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United
States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with
respect to a Supported QFC or any QFC Credit Support. 
 (b) As used in this Section 10.23, the following terms have the following
meanings: 
 “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted
in accordance with, 12 U.S.C. 1841(k)) of such party. 
 “Covered Entity” means any of the following: (i) a
“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable. 
 “QFC” has the meaning given to the term “qualified financial contract”
in, and shall be interpreted in accordance with, 12 U.S.C. § 5390(c)(8)(D). 

  
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