Exhibit 10.1


 


EXECUTION COPY


 


 





 


FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




dated as of


 


June 8, 2022


 


among


 


HILLENBRAND, INC.


 


Hillenbrand
Luxembourg INC.,


COPERION
K-Tron (Schweiz) GmbH,


Hillenbrand
Switzerland GmbH,


Batesville
Canada ULC BATESVILLE CANADA SRI,


Rotex
Europe Ltd,


COPERION GMBH and


HILLENBRAND GERMANY HOLDING GMBH


 


The other Subsidiary Borrowers Party Hereto




The Lenders Party Hereto


 


JPMORGAN CHASE BANK, N.A.

as Administrative Agent


 


HSBC BANK USA, NATIONAL ASSOCIATION and


Wells
Fargo Bank, National Association

as Co-Syndication Agents


 


and


 


CITIZENS BANK, N.A., PNC BANK, NATIONAL ASSOCIATION,


U.S. BANK NATIONAL ASSOCIATION, BMO HARRIS FINANCING, INC.,


SUMITOMO MITSUI BANKING CORPORATION, TRUIST BANK
and


BANK OF AMERICA, N.A.


as Co-Documentation Agents


 





 






 


JPMORGAN CHASE BANK, N.A.,

HSBC BANK USA, NATIONAL ASSOCIATION and

WELLS FARGO SECURITIES, LLC

as Joint Bookrunners and Joint Lead Arrangers


 





 






    


    


    

 


Table Of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I
    Definitions	2
	 	 
	Section 1.01.	Defined Terms	2
	Section 1.02.	Classification of Loans
    and Borrowings	44
	Section 1.03.	Terms Generally	44
	Section 1.04.	Accounting Terms; GAAP;
    Pro Forma Calculations	45
	Section 1.05.	Amendment and Restatement
    of Existing Agreement	46
	Section 1.06.	Interest Rates; Benchmark
    Notification	46
	Section 1.07.	Divisions	47
	Section 1.08.	Certain Calculations	47
	Section 1.09.	Exchange Rates; Currency
    Equivalents	47
	 	 	 
	ARTICLE II
    The Credits	47
	 	 
	Section 2.01.	Commitments	47
	Section 2.02.	Loans and Borrowings	48
	Section 2.03.	Requests for Borrowings	49
	Section 2.04.	Determination of Dollar
    Amounts	49
	Section 2.05.	Swingline Loans	50
	Section 2.06.	Letters of Credit	52
	Section 2.07.	Funding of Borrowings	57
	Section 2.08.	Interest Elections	58
	Section 2.09.	Termination and Reduction
    of Commitments	60
	Section 2.10.	Repayment and Amortization
    of Loans; Evidence of Debt	61
	Section 2.11.	Prepayment of Loans	62
	Section 2.12.	Fees	63
	Section 2.13.	Interest	64
	Section 2.14.	Alternate Rate of Interest	66
	Section 2.15.	Increased Costs	70
	Section 2.16.	Break Funding Payments	71
	Section 2.17.	Taxes	72
	Section 2.18.	Payments Generally; Pro
    Rata Treatment; Sharing of Set-offs	81
	Section 2.19.	Mitigation Obligations;
    Replacement of Lenders	82
	Section 2.20.	Expansion Option	84
	Section 2.21.	[Intentionally Omitted]	85
	Section 2.22.	Judgment Currency	85
	Section 2.23.	Designation of Subsidiary
    Borrowers	86
	Section 2.24.	Defaulting Lenders	86
	Section 2.25.	Extension of Maturity Date	88
	 	 	 
	ARTICLE III
    Representations and Warranties	90
	 	 
	Section 3.01.	Organization; Powers; Subsidiaries	90
	Section 3.02.	Authorization; Enforceability	90
	Section 3.03.	Governmental Approvals;
    No Conflicts	90
	Section 3.04.	Financial Condition; No
    Material Adverse Change	90
	Section 3.05.	Properties	90
	Section 3.06.	Litigation, Environmental
    and Labor Matters	91
	Section 3.07.	Compliance with Laws	91



 






    


    


    

 


Table Of Contents

(continued)


 


	 	 	Page
	 	 	 
	Section 3.08.	Investment
    Company Status	91
	Section 3.09.	Taxes	91
	Section 3.10.	ERISA	91
	Section 3.11.	Disclosure	92
	Section 3.12.	Federal Reserve Regulations	92
	Section 3.13.	No Default	92
	Section 3.14.	Anti-Corruption Laws and
    Sanctions	92
	Section 3.15.	Affected Financial Institutions	92
	 	 	 
	ARTICLE IV
    Conditions	93
	 	 
	Section 4.01.	Effective Date	93
	Section 4.02.	Each Credit Event	94
	Section 4.03.	Designation of a Subsidiary
    Borrower	94
	 	 	 
	ARTICLE V
    Affirmative Covenants	95
	 	 
	Section 5.01.	Financial Statements and
    Other Information	95
	Section 5.02.	Notices of Material Events	96
	Section 5.03.	Existence; Conduct of Business	97
	Section 5.04.	Payment of Tax Obligations	97
	Section 5.05.	Maintenance of Properties;
    Insurance	97
	Section 5.06.	Books and Records; Inspection
    Rights	98
	Section 5.07.	Compliance with Laws	98
	Section 5.08.	Use of Proceeds	98
	Section 5.09.	Subsidiary Guaranty	99
	 	 	 
	ARTICLE VI
    Negative Covenants	99
	 	 
	Section 6.01.	Liens	99
	Section 6.02.	Acquisitions	102
	Section 6.03.	Indebtedness	102
	Section 6.04.	Fundamental Changes	104
	Section 6.05.	Restricted Payments	104
	Section 6.06.	Change in Nature of Business	105
	Section 6.07.	[Intentionally Omitted]	105
	Section 6.08.	Burdensome Agreements	105
	Section 6.09.	Use of Proceeds	107
	Section 6.10.	Financial Covenants	107
	Section 6.11.	UK Pensions	108
	 	 	 
	ARTICLE VII
    Events of Default	108
	 	 
	ARTICLE VIII
    The Administrative Agent	111
	 	 
	Section 8.01.	General Matters	111
	Section 8.02.	Posting of Communications	114
	Section 8.03.	Certain ERISA Matters	116



 






    2


    


    

 


Table Of Contents

(continued)


 


	 	 	Page
	 	 	 
	ARTICLE IX
    Miscellaneous	117
	 	 
	Section 9.01.	Notices	117
	Section 9.02.	Waivers; Amendments	118
	Section 9.03.	Expenses; Indemnity; Damage
    Waiver	121
	Section 9.04.	Successors and Assigns	123
	Section 9.05.	Survival	127
	Section 9.06.	Counterparts; Integration;
    Electronic Execution; Effectiveness	127
	Section 9.07.	Severability	128
	Section 9.08.	Right of Setoff	128
	Section 9.09.	Governing Law; Jurisdiction;
    Consent to Service of Process	128
	Section 9.10.	WAIVER OF JURY TRIAL	130
	Section 9.11.	Headings	130
	Section 9.12.	Confidentiality	130
	Section 9.13.	USA PATRIOT Act, etc.	131
	Section 9.14.	Releases of Subsidiary Guarantors	131
	Section 9.15.	Interest Rate Limitation	132
	Section 9.16.	No Advisory or Fiduciary
    Responsibility	132
	Section 9.17.	Several Liability	133
	Section 9.18.	Acknowledgement and Consent
    to Bail-In of Affected Financial Institutions	133
	Section 9.19.	Acknowledgement Regarding
    Any Supported QFCs	134
	 	 	 
	ARTICLE X
    Company Guarantee	134



 






    3


    


    

 


Table Of Contents

(continued)


 


Page


 


SCHEDULES:


 


	Schedule 2.01	– Commitments
	Schedule 2.06	– Existing Letters of Credit
	Schedule 3.01	– Subsidiaries
	Schedule 6.01	– Existing Liens
	Schedule 6.03	– Existing Indebtedness




 


EXHIBITS:


 


	Exhibit A	– Form of Assignment and Assumption
	Exhibit B-1	– Form of Borrowing Request
	Exhibit B-2	– Form of Interest Election Request
	Exhibit C	– Form of Increasing Lender Supplement
	Exhibit D	– Form of Augmenting Lender Supplement
	Exhibit E	– List of Closing Documents
	Exhibit F-1	– Form of Borrowing Subsidiary Agreement
	Exhibit F-2	– Form of Borrowing Subsidiary Termination
	Exhibit G	– Form of Subsidiary Guaranty
	Exhibit H-1	– Form of U.S. Tax Certificate (Foreign Lenders
    That Are Not Partnerships)
	Exhibit H-2	– Form of U.S. Tax Certificate (Foreign Participants
    That Are Not Partnerships)
	Exhibit H-3	– Form of U.S. Tax Certificate (Foreign Participants
    That Are Partnerships)
	Exhibit H-4	– Form of U.S. Tax Certificate (Foreign Lenders That
    Are Partnerships)
	Exhibit I-1	– Form of Revolving Loan Note
	Exhibit I-2	– Form of Term Loan Note




 






    4


    


    

 


FOURTH
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of June 8, 2022, among HILLENBRAND, INC.,
an Indiana corporation, Hillenbrand Luxembourg INC., a Delaware corporation, COPERION
K-Tron (Schweiz) GmbH, a Swiss limited liability company, Hillenbrand
Switzerland GmbH, a Swiss limited liability company, Batesville Canada ULC BATESVILLE
CANADA SRI, an unlimited company under the Companies Act (Nova Scotia), Rotex
Europe Ltd, a private company limited by shares under the laws of England and Wales, COPERION GMBH, a German limited liability
company, HILLENBRAND GERMANY HOLDING GMBH, a German limited liability company, the other SUBSIDIARY BORROWERS from time to time party
hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, HSBC BANK USA, NATIONAL ASSOCIATION
and WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Syndication Agents and CITIZENS BANK, N.A., PNC BANK, NATIONAL ASSOCIATION, U.S. BANK
NATIONAL ASSOCIATION, BMO HARRIS FINANCING, INC., SUMITOMO MITSUI BANKING CORPORATION, TRUIST BANK and BANK OF AMERICA, N.A. as
Co-Documentation Agents.


 


WHEREAS, the Borrowers, certain
of the Lenders and the Administrative Agent are currently party to that certain Third Amended and Restated Credit Agreement dated as
of August 28, 2019 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”);


 


WHEREAS, the Borrowers, the
Lenders, the Departing Lender (as hereafter defined) and the Administrative Agent have agreed (a) to enter into this Agreement in
order to (i) amend and restate the Existing Credit Agreement in its entirety; (ii) re-evidence the obligations under the Existing
Credit Agreement, which shall be repayable in accordance with the terms of this Agreement; and (iii) set forth the terms and conditions
under which the Lenders will, from time to time, make loans and extend other financial accommodations to or for the benefit of the Borrowers
and (b) that the Departing Lender shall cease to be a party to the Existing Credit Agreement as evidenced by its execution and delivery
of its Departing Lender Signature Page;


 


WHEREAS, it is the intent of
the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the Existing
Credit Agreement or be deemed to evidence or constitute full repayment of such obligations and liabilities, but that this Agreement amend
and restate in its entirety the Existing Credit Agreement and re-evidence the obligations and liabilities of the Borrowers and the other
credit parties outstanding thereunder, which shall be payable in accordance with the terms hereof; and


 


WHEREAS, it is also the intent
of the Borrowers and the Subsidiary Guarantors to confirm that all obligations under the “Loan Documents” (as referred to
and defined in the Existing Credit Agreement) shall continue in full force and effect as modified and/or restated by the Loan Documents
(as referred to and defined herein) and that, from and after the Effective Date, all references to the “Credit Agreement”
contained in any such existing “Loan Documents” shall be deemed to refer to this Agreement;


 






    


    


    

 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants contained herein, the parties hereto hereby agree that the Existing Credit Agreement is hereby
amended and restated as follows:


 


ARTICLE I


 


Definitions


 


Section 1.01. Defined
Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“ABR”, when
used in reference to any Loan or Borrowing, refers to such Loan, or the Loans comprising such Borrowing, bearing interest at a rate determined
by reference to the Alternate Base Rate. All ABR Loans shall be denominated in Dollars.


 


“Additional Commitment
Lender” is defined in Section 2.25(d).


 


“Acquisition-Related
Incremental Term Loans” has the meaning assigned to such term in Section 2.20.


 


“Adjusted Daily Simple
RFR” means, (i) with respect to any RFR Borrowing denominated in Pounds Sterling, an interest rate per annum equal to
the Daily Simple RFR for Pounds Sterling, (ii) with respect to any RFR Borrowing denominated in Swiss Francs, an interest rate per
annum equal to the Daily Simple RFR for Swiss Francs, and (iii) with respect to any RFR Borrowing denominated in Dollars, an interest
rate per annum equal to (a) the Daily Simple RFR for Dollars, plus (b) 0.10%; provided that if the Adjusted Daily
Simple RFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this
Agreement.


 


“Adjusted
EURIBO Rate” means, with respect to any Term Benchmark Borrowing denominated in euro for any Interest Period, an interest
rate per annum equal to (a)  the EURIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided
that if the Adjusted EURIBO Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor
for the purposes of this Agreement.


 


“Adjusted
Term SOFR Rate” means, with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period,
an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided
that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor
for the purposes of this Agreement.


 


“Adjusted TIBO Rate”
means, with respect to any Term Benchmark Borrowing denominated in Japanese Yen for any Interest Period, an interest rate per annum equal
to (a) the TIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted
TIBO Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this
Agreement.


 


“Administrative Agent”
means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as administrative agent for the Lenders hereunder.


 


“Administrative Questionnaire”
means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


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


 






    	 	2	 



     


    

 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the Person specified.


 


“Agreed
Currencies” means (i) Dollars, (ii) euro, (iii) Pounds Sterling, (iv) Swiss Francs, (v) Canadian Dollars,
(vi) Japanese Yen and (vii) any other currency (x) that is a lawful currency (other than Dollars) that is readily
available and freely transferable and convertible into Dollars and (y) that is agreed to by the Administrative Agent and each of
the Revolving Lenders.


 


“Agreement”
has the meaning assigned to such term in the introductory paragraph.


 


“Alternate
Base Rate” means, 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 Term SOFR Rate for a one month Interest Period
as published two U.S. Government Securities Business Days prior to 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 Term SOFR Rate for any day shall be based
on the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, on such day (or any amended publication time for the Term SOFR
Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate
Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the
effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the Alternate Base Rate
is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement
has been determined pursuant to Section 2.14(b)), 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. For the avoidance of doubt, if the Alternate Base Rate as determined
pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.


 


“Ancillary Document”
has the meaning assigned to it in Section 9.06.


 


“Anti-Corruption Laws”
means all laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning
or relating to bribery or corruption.


 


“Applicable LC Sublimit”
means, as of the Effective Date (i) with respect to JPMorgan Chase Bank, N.A. in its capacity as an Issuing Bank under this Agreement,
$20,000,000, (ii) with respect to HSBC Bank USA, National Association in its capacity as an Issuing Bank under this Agreement, $20,000,000,
(iii) with respect to Wells Fargo Bank, National Association in its capacity as an Issuing Bank under this Agreement, $20,000,000,
(iv) with respect to Citizens Bank, N.A. in its capacity as an Issuing Bank under this Agreement, $20,000,000, (v) with respect
to PNC Bank, National Association in its capacity as an Issuing Bank under this Agreement, $20,000,000, (vi) with respect to U.S.
Bank National Association in its capacity as an Issuing Bank under this Agreement, $20,000,000, (vii) with respect to BMO Harris
Financing, Inc. in its capacity as an Issuing Bank under this Agreement, $20,000,000, (viii) with respect to Sumitomo Mitsui
Banking Corporation in its capacity as an Issuing Bank under this Agreement, $20,000,000, (ix) with respect to Truist Bank in its
capacity as an Issuing Bank under this Agreement, $20,000,000, (x) with respect to Bank of America, N.A. in its capacity as an Issuing
Bank under this Agreement, $20,000,000 and (xi) with respect to any other Person that becomes an Issuing Bank pursuant to the terms
of this Agreement, such amount as agreed to in writing by the Company, the Administrative Agent and such Person at the time such Person
becomes an Issuing Bank pursuant to the terms of the Agreement, as each of the foregoing amounts may be decreased or increased from time
to time with the written consent of the Company, the Administrative Agent and the Issuing Banks (provided that any increase in the Applicable
LC Sublimit with respect to any Issuing Bank (and any decrease in the Applicable LC Sublimit with respect to any Issuing Bank after any
such increase in the Applicable LC Sublimit of such Issuing Bank so long as such decrease would not cause the Applicable LC Sublimit
of such Issuing Bank to be less than its Applicable LC Sublimit as of the Effective Date) shall only require the consent of the Company,
the Administrative Agent and such Issuing Bank).


 






    	 	3	 



     


    

 


“Applicable Maturity
Date” has the meaning assigned to it in Section 2.25(a).


 


“Applicable Parties”
has the meaning assigned to such term in Section 8.02(c).


 


“Applicable Payment
Office” means, (a) in the case of a Canadian Swingline Loan, the Canadian Payment Office and (b) in the case of a
Term Benchmark Borrowing, an RFR Borrowing or a Euro Swingline Loan, the applicable Foreign Currency Payment Office.


 


“Applicable
Percentage” means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure or Swingline Loans,
the percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is
the aggregate Revolving Commitments of all Revolving Lenders (if the Revolving Commitments have terminated or expired, the Applicable
Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments) and (b) with
respect to the Term Loans, (i) at any time prior to the funding of the Term Loans on the Term Loan Funding Date, a percentage equal
to a fraction the numerator of which is such Lender’s Term Loan Commitment and the denominator of which is the aggregate Term Loan
Commitments of all Term Lenders and (ii) at any time after the funding of the Term Loans on the Term Loan Funding Date, a percentage
equal to a fraction the numerator of which is such Lender’s outstanding principal amount of the Term Loans and the denominator
of which is the aggregate outstanding principal amount of the Term Loans of all Term Lenders.


 


“Applicable Rate”
means:


 


(a)  for any day, with
respect to any Term Benchmark Revolving Loan, any RFR Revolving Loan, any ABR Revolving Loan, any Canadian Base Rate Loan or with respect
to any Commercial Letter of Credit or with respect to the facility fees or ticking fees payable hereunder, as the case may be, the applicable
rate per annum set forth below under the caption “Term Benchmark/RFR Revolving Spread”, “ABR/Canadian Base Rate Spread”,
 “Commercial Letter of Credit Rate” or “Facility Fee Rate/Ticking Fee Rate”, as the case may be, based upon the
Leverage Ratio applicable on such date:


 


	 	 	Leverage Ratio:	 	Term
 Benchmark /
 RFR 
 Revolving
 Spread	 	 	ABR /
 Canadian 
 Base Rate
 Revolving 
 Spread	 	 	Commercial
 Letter of 
 Credit Rate	 	 	Facility
 Fee Rate /
 Ticking Fee
 Rate	 
	Category 1: 	 	< 1.00 to 1.00	 	 	0.90	%	 	 	0	%	 	 	0.45	%	 	 	0.10	%
	Category 2: 	 	≥ 1.00 to 1.00 but 
 < 1.50 to 1.00	 	 	1.00	%	 	 	0	%	 	 	0.50	%	 	 	0.125	%
	Category 3: 	 	≥ 1.50 to 1.00 but
 < 2.00 to 1.00	 	 	1.10	%	 	 	0.10	%	 	 	0.55	%	 	 	0.15	%
	Category 4: 	 	≥ 2.00 to 1.00 but 
 < 2.50 to 1.00	 	 	1.20	%	 	 	0.20	%	 	 	0.60	%	 	 	0.175	%
	Category 5: 	 	≥ 2.50 to 1.00 but 
 < 3.00 to 1.00	 	 	1.30	%	 	 	0.30	%	 	 	0.65	%	 	 	0.20	%
	Category 6: 	 	≥ 3.00 to 1.00 	 	 	1.525	%	 	 	0.525	%	 	 	0.7625	%	 	 	0.225	%




 






    	 	4	 



     


    

 


(b)  for any day, with
respect to any Term Benchmark Term Loan, any RFR Term Loan or any ABR Term Loan, as the case may be, the applicable rate per annum set
forth below under the caption “Term Benchmark/RFR Term Loan Spread”, “ABR Term Loan Spread”, as the case may
be, based upon the Leverage Ratio applicable on such date:


 


	 	 	Leverage Ratio:	 	Term Benchmark / RFR
 Term Loan Spread	 	 	ABR
 Term Loan Spread	 
	Category 1: 	 	< 1.00 to 1.00	 	 	1.00	%	 	 	0	%
	Category 2: 	 	≥ 1.00 to 1.00 but

 < 1.50 to 1.00	 	 	1.125	%	 	 	0.125	%
	Category 3: 	 	≥ 1.50 to 1.00 but

 < 2.00 to 1.00	 	 	1.25	%	 	 	0.25	%
	Category 4: 	 	≥ 2.00 to 1.00 but 

 < 2.50 to 1.00	 	 	1.375	%	 	 	0.375	%
	Category 5: 	 	≥ 2.50 to 1.00 but

 < 3.00 to 1.00	 	 	1.50	%	 	 	0.50	%
	Category 6: 	 	≥ 3.00 to 1.00 	 	 	1.75	%	 	 	0.75	%




 


For purposes of the foregoing
clauses (a) and (b),


 


(i) if at
any time the Company fails to deliver the Financials by the date the Financials are due pursuant to Section 5.01, Category 6 shall
be deemed applicable for the period commencing three (3) Business Days after the required date of delivery and ending on the date
which is three (3) Business Days after the Financials are actually delivered, after which the Category shall be determined in accordance
with the table above as applicable;


 


(ii) adjustments,
if any, to the Category then in effect shall be effective three (3) Business Days after the Administrative Agent has received the
applicable Financials (it being understood and agreed that each change in Category shall apply during the period commencing on the effective
date of such change and ending on the date immediately preceding the effective date of the next such change); and


 


(iii) notwithstanding
the foregoing, Category 3 shall be deemed to be applicable from and after the Effective Date until the Administrative Agent’s receipt
of the Financials for the Company’s fiscal quarter ending on or about June 30, 2022 (unless such financial statements demonstrate
that Category 4, 5 or 6 should have been applicable during such period, in which case such other Category shall be deemed to be applicable
during such period) and adjustments to the Category then in effect shall thereafter be effected in accordance with the preceding paragraphs.


 


“Applicable Time”
means, with respect to any Borrowings and payments in any Foreign Currency, the local time in the place of settlement for such Foreign
Currency as may be determined by the Administrative Agent or the Issuing Bank, as the case may be, to be necessary for timely settlement
on the relevant date in accordance with normal banking procedures in the place of payment.


 






    	 	5	 



     


    

 


“Approved Electronic
Platform” has the meaning assigned to such term in Section 8.02(a).


 


“Approved Fund”
has the meaning assigned to such term in Section 9.04(b).


 


“Arranger”
means each of JPMorgan Chase Bank, N.A., HSBC Bank USA, National Association and Wells Fargo Securities, LLC in its capacity as a joint
bookrunner and a joint lead arranger hereunder.


 


“Assignment and Assumption”
means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including
electronic records generated by the use of an electronic platform) approved by the Administrative Agent.


 


“Attributable Indebtedness”
means, on any date, in respect of any finance lease of any Person, the capitalized amount thereof that would appear on the balance sheet
of such Person prepared as of such date in accordance with GAAP; provided that in no event shall an operating lease be treated
as Attributable Indebtedness regardless of whether such obligation appears on a balance sheet in accordance with GAAP.


 


“Augmenting Lender”
has the meaning assigned to such term in Section 2.20.


 


“Augmenting
Lender Supplement” means an Augmenting Lender Supplement substantially in the form of Exhibit D.


 


“Auto Extension Letter
of Credit” has the meaning assigned to such term in Section 2.06(c).


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency,
as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark
(or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise,
for determining any frequency of making payments of interest calculated 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 (e) of Section 2.14.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected
Financial Institution.


 


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


 


“Bankruptcy Event”
means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary 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
or has had any order for relief in such proceeding entered in respect thereof, provided that a Bankruptcy 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.


 






    	 	6	 



     


    

 


“Benchmark”
means, initially, with respect to any (i) RFR Loan in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency
or (ii) Term Benchmark Loan, the Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event
and the related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for
such Agreed Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement
has replaced such prior benchmark rate pursuant to clause (b) of Section 2.14.


 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined
by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated
in a Foreign Currency, “Benchmark Replacement” shall mean the alternative set forth in (2) below:


 


(1)            in
the case of any Loan denominated in Dollars, the Adjusted Daily Simple RFR for RFR Borrowings denominated in Dollars;


 


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


 


provided
that if the Benchmark Replacement as determined pursuant to clause (1) or clause (2) 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” means, 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, the spread adjustment, or
method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected
by the Administrative Agent and the Company 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.


 






    	 	7	 



     


    

 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Revolving
Loan denominated in Dollars, any technical, administrative or operational changes (including changes to the definition of “Alternate
Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,”
the definition of “RFR 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 in its reasonable discretion decides may be appropriate to reflect the adoption and implementation of such Benchmark and to permit
the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative
Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines
that no market practice for the administration of such Benchmark 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” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current
Benchmark:


 


(1)            in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date
of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof); or


 


(2)            in
the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or
the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be no longer representative; provided that such non-representativeness will be
determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor
of such Benchmark (or such component thereof) continues to be provided on such date.


 


For the avoidance
of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference
Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for
such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or
(2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current
Available Tenors of such Benchmark (or the published component used in the calculation thereof).


 


“Benchmark
Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect
to such then-current Benchmark:


 


(1)            a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is
no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);


 






    	 	8	 



     


    

 


(2)            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 Board, the NYFRB, the CME Term SOFR Administrator, the central bank for the Agreed Currency
applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component),
a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar
insolvency or resolution authority over the administrator for such Benchmark (or such component), 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


 


(3)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no
longer, or as of a specified future date will no longer be, 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” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that
a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark
Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14
and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and
under any Loan Document in accordance with Section 2.14.


 


“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”.


 


“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.


 


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


 


“Borrower”
means the Company or any Subsidiary Borrower.


 






    	 	9	 



     


    

 


“Borrower DTTP Filing”
means an HM Revenue & Customs' Form DTTP2 duly completed and filed by the relevant Borrower, which:


 


(a) where it relates to
a Treaty Lender that is a Lender on the date of this Agreement, contains the scheme reference number and jurisdiction of tax residence
stated on the signature page of that Lender, and


 


(i) where the Borrower
is a Borrower on the date of this Agreement, is filed with HM Revenue & Customs within thirty (30) days of the date of this
Agreement; or


 


(ii) where the Borrower
becomes a Borrower after the date of this Agreement, is filed with HM Revenue & Customs within thirty (30) days of the date
on which that Borrower becomes a Borrower; or


 


(b) where it relates to
a Treaty Lender that becomes a Lender after the date of this Agreement, contains the scheme reference number and jurisdiction of tax
residence stated in respect of that Lender in the relevant Assignment and Assumption or Augmenting Lender Supplement (as the case may
be), and


 


(i) where the Borrower
is a Borrower as at the date on which the relevant Lender becomes a Lender (“New Lender Date”), is filed with HM Revenue &
Customs within thirty (30) days of that New Lender Date; or


 


(ii) where the Borrower
is not a Borrower as at the relevant New Lender Date, is filed with HM Revenue & Customs within thirty (30) days of the date
on which that Borrower becomes a Borrower.


 


“Borrowing”
means (a) Revolving Loans of the same Class and Type, made, converted or continued on the same date to the same Borrower and,
in the case of Term Benchmark Loans, as to which a single Interest Period is in effect, (b) a Term Loan of the same Type
and Class, made, converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single Interest Period
is in effect, or (c) a Swingline Loan.


 


“Borrowing
Request” means a request by any Borrower for a Borrowing in accordance with Section 2.03, which shall be substantially
in the form attached hereto as Exhibit B-1 or any other form approved by the Administrative Agent or the Swingline Lender,
as applicable.


 


“Borrowing Subsidiary
Agreement” means a Borrowing Subsidiary Agreement substantially in the form of Exhibit F-1.


 


“Borrowing Subsidiary
Termination” means a Borrowing Subsidiary Termination substantially in the form of Exhibit F-2.


 


“Business
Day” means any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided
that, (i) in relation to Loans denominated in Pounds Sterling, any day (other than a Saturday or a Sunday) on which banks are
open for business in London, (ii) in relation to Loans denominated in Japanese Yen and in relation to the calculation or computation
of the TIBO Rate, any day (other than a Saturday or a Sunday) on which banks are open for business in Japan, (iii) in relation to
Loans denominated in euro and in relation to the calculation or computation of the EURIBO Rate, any day which is a TARGET Day, (iv) in
relation to Loans denominated in Canadian Dollars and in relation to the calculation or computation of the CDOR Rate or the Canadian
Prime Rate, any day (other than a Saturday or a Sunday) on which banks are open for business in Toronto and (v) in relation to RFR
Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings in
the applicable Agreed Currency of such RFR Loan, any such day that is only an RFR Business Day.


 






    	 	10	 



     


    

 


“Canadian Base Rate”,
when used in reference to any Loan or Borrowing, refers to a Loan, or the Loans comprising such Borrowing, bearing interest at a rate
determined by reference to the Canadian Prime Rate.


 


“Canadian Borrower”
means any Canadian Subsidiary that becomes a Subsidiary Borrower pursuant to Section 2.23 and that has not ceased to be a Subsidiary
Borrower pursuant to such Section.


 


“Canadian Dollars”
or “Cdn.$” means the lawful currency of Canada.


 


“Canadian Payment
Office” of the Administrative Agent means the office, branch, affiliate or correspondent bank of the Administrative Agent for
Canadian Swingline Loans as specified from time to time by the Administrative Agent to the Company and each Lender.


 


“Canadian Prime Rate”
means, on any day, the rate determined by the Administrative Agent to be the higher of (i) the rate equal to the PRIMCAN Index rate
that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published
by Bloomberg, any other information services that publishes such index from time to time, as selected by the Administrative Agent in
its reasonable discretion) and (ii) the average rate for 30 day Canadian Dollar bankers’ acceptances that appears on the Reuters
Screen CDOR Page (or, in the event such rate does not appear on such page or screen, on any successor or substitute page or
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) at 10:15 a.m. Toronto time on such day (“CDOR”),
plus 1% per annum; provided, that if any of the above rates shall be less than 1.00%, such rate shall be deemed to be 1.00% for
purposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or CDOR shall be effective from
and including the effective date of such change in the PRIMCAN Index or CDOR, respectively.


 


“Canadian Subsidiary”
means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.


 


“Canadian Swingline
Loan” means a Loan made to a Canadian Borrower in Canadian Dollars pursuant to Section 2.05.


 


“CBR Loan”
means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.


 


“CBR Spread”
means the Applicable Rate applicable to such Loan that is replaced by a CBR Loan.


 


“CDOR
Rate” means, with respect to any Term Benchmark Borrowing denominated in Canadian Dollars and for any Interest Period,
the CDOR Screen Rate at approximately 10:15 a.m., Toronto time, on the first day of such Interest Period; provided that if the
CDOR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this
Agreement.


 


“CDOR
Screen Rate” means on any day for the relevant Interest Period, the annual rate of interest equal to the average rate
applicable to Canadian Dollar Canadian bankers’ acceptances for the applicable period that appears on the “Reuters Screen
CDOR Page” as defined in the International Swap Dealer Association, Inc. definitions, as modified and amended from time to
time (or, in the event such rate does not appear on such page or screen, on any successor or substitute page or 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), rounded to the nearest 1/100th of 1% (with .005% being
rounded up), as of 10:15 a.m. Toronto time on the first day of such Interest Period and, if such day is not a Business Day, then
on the immediately preceding Business Day (as adjusted by Administrative Agent after 10:15 a.m. Toronto time to reflect any error
in the posted rate of interest or in the posted average annual rate of interest).


 






    	 	11	 



     


    

 


“Central Bank Rate”
means, the greater of (i) (A) for any Loan denominated in (a) Pounds Sterling, the Bank of England (or any successor thereto)’s
 “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) euro, one of the following
three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing
operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main
refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any
successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor
thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit
facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor
thereto) from time to time, (c) Swiss Francs, the policy rate of the Swiss National Bank (or any successor thereto) as published
by the Swiss National Bank (or any successor thereto) from time to time, (d) Japanese Yen, the “short-term prime rate”
as publicly announced by the Bank of Japan (or any successor thereto) from time to time and (e) any other Foreign Currency, a central
bank rate as determined by the Administrative Agent in its reasonable discretion; plus (B) the applicable Central Bank Rate
Adjustment and (ii) the Floor.


 


“Central Bank Rate
Adjustment” means, for any day, for any Loan denominated in:


 


(a) Pounds
Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of Adjusted Daily
Simple RFR for Pounds Sterling Borrowings for the five most recent RFR Business Days preceding such day for which SONIA was available
(excluding, from such averaging, the highest and the lowest such Adjusted Daily Simple RFR applicable during such period of five RFR
Business Days) minus (ii) the Central Bank Rate in respect of Pounds Sterling in effect on the last RFR Business Day in such
period,


 


(b) Swiss
Francs, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of Adjusted Daily
Simple RFR for Swiss Franc Borrowings for the five most recent RFR Business Days preceding such day for which SARON was available (excluding,
from such averaging, the highest and the lowest such Adjusted Daily Simple RFR applicable during such period of five RFR Business Days)
minus (ii) the Central Bank Rate in respect of Swiss Francs in effect on the last RFR Business Day in such period,


 


(c) euro,
a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Adjusted EURIBO Rate
for the five most recent Business Days preceding such day for which the EURIBO Screen Rate was available (excluding, from such averaging,
the highest and the lowest Adjusted EURIBO Rate applicable during such period of five Business Days) minus (ii) the Central
Bank Rate in respect of euro in effect on the last Business Day in such period,


 


(d) Japanese
Yen, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Adjusted TIBO
Rate for the five most recent Business Days preceding such day for which the TIBO Screen Rate was available (excluding, from such averaging,
the highest and the lowest Adjusted TIBO Rate applicable during such period of five Business Days) minus (ii) the Central
Bank Rate in respect of Japanese Yen in effect on the last Business Day in such period, and


 






    	 	12	 



     


    

 


(e) any other Foreign
Currency determined after the Effective Date, an adjustment as determined by the Administrative Agent in its reasonable discretion.


 


For
purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (i)(B) of the definition
of such term and (y) each of the EURIBO Rate and the TIBO Rate on any day shall be based on the EURIBO Screen Rate or the TIBO Screen
Rate, as applicable, on such day at approximately the time referred to in the definition of such term for deposits in the applicable
Agreed Currency for a maturity of one month.


 


“Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the Effective Date) other than any member
or members of the Hillenbrand Family Group, of Equity Interests representing more than 40% of the aggregate ordinary voting power represented
by the issued and outstanding Equity Interests of the Company; (b) occupation of a majority of the seats (other than vacant seats)
on the board of directors of the Company by Persons who were neither (i) nominated or approved by the board of directors of the
Company nor (ii) appointed by directors so nominated or approved; or (c) the Company ceases to own, directly or indirectly,
and Control 100% (other than (i) directors’ qualifying shares and (ii) shares issued to foreign nationals to the extent
required by applicable law) of the ordinary voting and economic power of any Subsidiary Borrower.


 


“Change in Law”
means the occurrence, after the Effective Date (or with respect to any Lender, if later, the date on which such Lender becomes a Lender),
of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law,
rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority,
or (c) the making or issuance of any request, rule, guideline, requirement or directive (whether or not having the force of law)
by any Governmental Authority; provided however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in
connection therewith or in implementation thereof, and (ii) 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 the
United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law” regardless of the date enacted, adopted, issued or implemented.


 


“Charges”
has the meaning assigned to such term in Section 9.15.


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Term Loans or Swingline Loans.


 


“CME
Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term
Secured Overnight Financing Rate (SOFR) (or a successor administrator).


 


“Code” means
the Internal Revenue Code of 1986, as amended.


 


“Co-Documentation
Agent” means each of Citizens Bank, N.A., PNC Bank, National Association, U.S. Bank National Association, BMO Harris Financing, Inc.,
Sumitomo Mitsui Banking Corporation, Truist Bank and Bank of America, N.A. in its capacity as co-documentation agent for the credit facilities
evidenced by this Agreement.


 






    	 	13	 



     


    

 


“Co-Syndication Agent”
means each of HSBC Bank USA, National Association and Wells Fargo Bank, National Association in its capacity as co-syndication agent
for the credit facilities evidenced by this Agreement.


 


“Commercial Letter
of Credit” means a commercial documentary letter of credit issued pursuant to this Agreement by an Issuing Bank for the account
of the Company or any Subsidiary for the purchase of goods in the ordinary course of business.


 


“Commitment”
means, with respect to each Lender, the sum of such Lender’s Revolving Commitment and Term Loan Commitment. The amount of
each Lender’s Commitment as of the Effective Date is set forth on Schedule 2.01, or in the Assignment and Assumption
or other documentation contemplated hereby pursuant to which such Lender shall have assumed its Commitment, as applicable.


 


“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 


“Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan
Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender
or any Issuing Bank by means of electronic communications pursuant to Section 8.03(c), including through an Approved Electronic
Platform.


 


“Company”
means Hillenbrand, Inc., an Indiana corporation.


 


“Computation Date”
is defined in Section 2.04.


 


“Connection Income
Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.


 


“Consolidated
EBITDA” means, with reference to any period, Consolidated Net Income for such period plus, without duplication and to
the extent deducted from revenues in determining Consolidated Net Income for such period, (i) interest expense, (ii) income
tax expense, (iii) depreciation expense, (iv) amortization expense, (v) all non-cash expenses, charges or losses, (vi) losses
attributable to the early extinguishment of Indebtedness and (vii) (A) cash fees, costs, expenses, premiums, penalties or other
losses incurred in connection with any acquisition, any asset sale or other disposition, any recapitalization, any investment, any issuance
of equity interests by the Company or any issuance, incurrence or repayment of any Indebtedness by the Company or its Subsidiaries, the
amortization of any deferred financing charges, and/or any refinancing transaction or modification or amendment of any debt instrument
(including any transaction undertaken but not completed) and (B) non-recurring or unusual expenses, in an aggregate amount for clauses
(A) and (B) not to exceed ten percent (10%) of Consolidated EBITDA for any Reference Period (as calculated without giving
effect to the add-back of any item pursuant to this clause (vii)) minus, to the extent included in Consolidated Net Income for
such period, (1) interest income, (2) income tax benefits (to the extent not netted from tax expense), (3) any cash payments
made during such period in respect of items described in clause (v) above subsequent to the fiscal quarter in which the relevant
non-cash expense, charge or loss were incurred and (4) gains attributable to the early extinguishment of Indebtedness, all calculated
for the Company and its Subsidiaries in accordance with GAAP on a consolidated basis. For the purposes of calculating Consolidated EBITDA
for any period of four consecutive fiscal quarters (each such period, a “Reference Period”), (i) if at any time
during such Reference Period the Company or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such
Reference 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 Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such Reference Period, and (ii) if during such Reference Period the Company or any Subsidiary shall have
made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving effect thereto on a pro forma
basis as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “Material
Acquisition” means any acquisition of property or series of related acquisitions of property that (a) constitutes (i) assets
comprising all or substantially all or any significant portion of a business or operating unit of a business, or (ii) all or substantially
all of the common stock or other Equity Interests of a Person, and (b) involves the payment of consideration by the Company and
its Subsidiaries in excess of $10,000,000; and “Material Disposition” means any sale, transfer or disposition of property
or series of related sales, transfers, or dispositions of property that (a) constitutes (i) assets comprising all or substantially
all or any significant portion of a business or operating unit of a business, or (ii) all or substantially all of the common stock
or other Equity Interests of a Person, and (b) involves gross proceeds to the Company or any of its Subsidiaries in excess of $10,000,000.


 






    	 	14	 



     


    

 


“Consolidated Indebtedness”
means at any time the aggregate Indebtedness of the Company and its Subsidiaries calculated on a consolidated basis as of such time in
accordance with GAAP.


 


“Consolidated Interest
Expense” means, with reference to any period, the interest payable on, and amortization of debt discount in respect of, all
Indebtedness of the Company and its Subsidiaries calculated on a consolidated basis for such period in accordance with GAAP. In the event
that the Company or any Subsidiary shall have completed a Material Acquisition or a Material Disposition (as each such term is defined
in the definition of Consolidated EBITDA) since the beginning of the relevant period, Consolidated Interest Expense shall be determined
for such period on a pro forma basis as if such acquisition or disposition, and any related incurrence or repayment of Indebtedness,
had occurred at the beginning of such period.


 


“Consolidated Net
Income” means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries calculated in accordance
with GAAP on a consolidated basis (without duplication) for such period.


 


“Consolidated Revenues”
means, with reference to any period, total revenues of the Company and its Subsidiaries calculated in accordance with GAAP on a consolidated
basis for such period.


 


“Consolidated Tangible
Assets” means, as of any date of determination thereof, Consolidated Total Assets minus the Intangible Assets of the Company
and its Subsidiaries on such date.


 


“Consolidated Total
Assets” means, as of the date of any determination thereof, total assets of the Company and its Subsidiaries calculated in
accordance with GAAP on a consolidated basis as of such date.


 


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


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling” and “Controlled”
have meanings correlative thereto.


 






    	 	15	 



     


    

 



 


“Corporation Tax Act
2009” means the Corporation Tax Act 2009 of the United Kingdom.


 


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


 


“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).


 


“Covered Party”
has the meaning assigned to it in Section 9.19.


 


“CPS” means
the Crown Prosecution Service of the United Kingdom (or any successor or replacement body from time to time).


 


“Credit Event”
means a Borrowing, the issuance, amendment or extension of a Letter of Credit, an LC Disbursement or any of the foregoing.


 


“Credit
Exposure” means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Credit Exposure at
such time, plus (b) an amount equal to the aggregate principal amount of such Lender’s Term Loans outstanding at such time.


 


“Credit Party”
means the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender.


 


“Criminal Pension
Power” means any action taken under, pursuant to or in connection with section 58A, section 58B, section 58C or section 58D
of the United Kingdom Pensions Act 2004.


 


“Daily Simple ESTR”
means, for any day (an “ESTR Interest Day”), with respect to any Euro Swingline Loan, an interest rate per annum equal
to the greater of (a) ESTR for the day that is one Business Day prior to (i) if such ESTR Interest Day is an RFR Business Day,
such ESTR Interest Day or (ii) if such ESTR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding
such ESTR Interest Day and (b) 0%. Any change in Daily Simple ESTR due to a change in ESTR shall be effective from and including
the effective date of such change in ESTR without notice to any Borrower.


 


“Daily
Simple RFR” means, for any day (an “RFR Interest Day”), an interest rate per annum equal to, for any RFR
Loan denominated in (i) Pounds Sterling, SONIA for the day that is five (5) RFR Business Days prior to (A) if such
RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR
Business Day immediately preceding such RFR Interest Day, (ii) Swiss Francs, SARON for the day that is five (5) RFR Business
Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is
not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day, and (iii) Dollars, Daily Simple SOFR.


 






    	 	16	 



     


    

 


“Daily
Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day that
is five (5) RFR Business Days prior to (i) if such SOFR Rate Day is an RFR Business Day, such SOFR Rate Day or (ii) if
such SOFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR
is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in
SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Company.


  


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.


 


“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.


 


“Defaulting Lender”
means any Lender that (a) has failed, within two (2) 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 Company or any Credit Party 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 (3) Business Days after request by a Credit Party, 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 such
Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has
become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action.


 


“Departing Lender”
means each lender under the Existing Credit Agreement that executes and delivers to the Administrative Agent a Departing Lender Signature
Page.


 


“Departing Lender
Signature Page” means the signature page to this Agreement on which it is indicated that the Departing Lender executing
the same shall cease to be a party to the Existing Credit Agreement on the Effective Date.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction)
of any property by any Person, including any sale, assignment (excluding any Lien), transfer or other disposal, with or without recourse,
of any notes or accounts receivable or any rights and claims associated therewith.


 


“Dollar
Amount” of any amount of any currency means, at the time of determination thereof, (a) if such amount is expressed in
Dollars, such amount, (b) if such amount is expressed in a Foreign Currency, the equivalent of such amount in Dollars determined
by using the rate of exchange for the purchase of Dollars with such Foreign Currency 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 rate of exchange for the purchase of Dollars
with such Foreign Currency, 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 reasonably appropriate) and (c) if such amount is denominated in any other currency, the equivalent
of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems reasonably appropriate.


 






    	 	17	 



     


    

 


“Dollars”
or “$” refers to lawful money of the United States of America.


 


“Domestic Foreign
Holdco Subsidiary” means a Subsidiary organized under the laws of a jurisdiction located in the United States of America (excluding
any possession or territory thereof), substantially all of the assets of which consist of the Equity Interests (including Equity Interests
held through entities disregarded from their owner for U.S. federal income tax purposes) of (and/or receivables or other amounts due
from) one or more Foreign Subsidiaries that are “controlled foreign corporations” within the meaning of section 957 of the
Code, so long as such Domestic Subsidiary (i) does not conduct any business or other activities other than the ownership of such
Equity Interests and/or receivables and (ii) does not incur, and is not otherwise liable for, any Indebtedness (other than intercompany
indebtedness permitted by Section 6.03(g)), in each case, other than immaterial assets and activities reasonably related or ancillary
thereto.


 


“Domestic Subsidiary”
means a Subsidiary organized under the laws of a jurisdiction located in the United States of America (excluding any possession or territory
thereof) other than any Domestic Foreign Holdco Subsidiary.


 


“ECP” means
an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated
thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.


 


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


 


“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution Authority”
means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Effective Date”
means June 8, 2022.


 


“Electronic Signature”
means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with
the intent to sign, authenticate or accept such contract or record.


 


“Eligible Subsidiary”
means (i) any Domestic Subsidiary, (ii) any UK Subsidiary, (iii) any Canadian Subsidiary, (iv) any Swiss Subsidiary,
(v) any German Subsidiary and (vi) any other Foreign Subsidiary that is approved from time to time by the Administrative Agent
and each of the Lenders (such approval not to be unreasonably withheld or delayed).


 






    	 	18	 



     


    




 


“Environmental Laws”
means all laws, rules, regulations, codes, ordinances, or binding orders, decrees, judgments or injunctions, issued, promulgated or entered
into by any Governmental Authority, relating to pollution or protection of the environment, preservation or reclamation of natural resources,
the management, release or threatened release of or governing exposure to any Hazardous Material.


 


“Environmental Liability”
means any liability (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Company or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person, and any warrants, options or other similar rights entitling the holder thereof
to purchase or acquire any of the foregoing; provided that “Equity Interests” shall not include Indebtedness that
is convertible into Equity Interests.


 


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


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b) or
(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer
under Section 414 of the Code.


 


“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with
respect to a Plan (other than an event for which any notice period is waived); (b) the failure to satisfy the “minimum funding
standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing
pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV
of ERISA with respect to the termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan
administrator of any written notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any
Plan; (f) the incurrence by the Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal of the Company or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by the Company
or any ERISA Affiliate of any written notice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any
written notice, concerning the imposition upon the Company or any of its ERISA Affiliates of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in critical or endangered status, within the meaning of ERISA.


 


“ESTR” means,
with respect to any Business Day, a rate per annum equal to the Euro Short Term Rate for such Business Day published by the ESTR Administrator
on the ESTR Administrator’s Website.


 






    	 	19	 



     


    

 


“ESTR Administrator”
means the European Central Bank (or any successor administrator of the Euro Short Term Rate).


 


“ESTR Administrator’s
Website” means the European Central Bank’s website, currently at http://www.ecb.europa.eu, or any successor source for
the Euro Short Term Rate identified as such by the ESTR Administrator from time to time.


 


“ESTR Loans”
means a Loan that bears interest at a rate based on Daily Simple ESTR.


 


“EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as
in effect from time to time.


 


“EURIBO Rate”
means, with respect to any Term Benchmark Borrowing denominated in euro and for any Interest Period, the EURIBO Screen Rate, two (2) TARGET
Days prior to the commencement of such Interest Period.


 


“EURIBO
Screen Rate” means the euro interbank offered rate administered by the European Money Markets Institute (or any other
person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication
by the administrator) on page EURIBOR01 of the Reuters screen (or any replacement Reuters page which displays that rate) or
on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters as published
at approximately 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such page or
service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after
consultation with the Company.


 


“euro” and/or
 “EUR” means the single currency of the Participating Member States.


 


“Euro Swingline Loan”
means a Loan made in euro pursuant to Section 2.05.


 


“Event of Default”
has the meaning assigned to such term in Article VII.


 


“Excluded Subsidiary”
means (i) any Domestic Foreign Holdco Subsidiary and (ii) any Domestic Subsidiary of the Company so long as (a) its acting
as a Subsidiary Guarantor under this Agreement would violate any law, rule or regulation applicable to such Domestic Subsidiary
or would be prohibited by any contractual restriction or obligation in effect on the Effective Date and applicable to such Domestic Subsidiary
and (b) the Administrative Agent shall have received a certificate of a Financial Officer of the Company to the effect that, based
on advice of outside counsel, such Domestic Subsidiary acting as a Subsidiary Guarantor under this Agreement would cause such a violation
or would be so prohibited as described in the foregoing clause (a).


 


“Excluded Swap Obligation”
means, with respect to any Loan Party, any Specified Swap Obligation if, and to the extent that, all or a portion of the Guarantee of
such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Specified 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 Loan Party’s failure for any reason to constitute
an ECP at the time the Guarantee of such Loan Party or the grant of such security interest becomes effective with respect to such Specified
Swap Obligation. If a Specified Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply
only to the portion of such Specified Swap Obligation that is attributable to swaps for which such Guarantee or security interest is
or becomes illegal.


 






    	 	20	 



     


    

 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender (including a Participant treated
as a Lender pursuant to Section 9.04(c)), 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
(i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request
by any Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that,
pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before
such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed
its lending office, (c) any Canadian federal withholding Taxes imposed on the payment as a result of having been made to a Recipient
that, at the time of making such payment, (i) is a person with which a Loan Party does not deal at arm’s length (for the purposes
of the Income Tax Act (Canada)), or (ii) is a “specified shareholder” (as defined in subsection 18(5) of the Income
Tax Act (Canada)) of a Loan Party or does not deal at arm’s length (for the purposes of the Income Tax Act (Canada)) with such
a “specified shareholder” (other than where the non-arm’s length relationship arises, or where the Recipient is a “specified
shareholder” or does not deal at arm’s length with a “specified shareholder”, in connection with or as a result
of the Recipient having become a party to, received or perfected a security interest under or received or enforced any rights under,
a Loan Document), (d) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and (e) any
withholding Taxes imposed under FATCA.


 


“Existing Credit Agreement”
is defined in the recitals hereof.


 


“Existing Letters
of Credit” is defined in Section 2.06(a).


 


“Existing Loans”
is defined in Section 2.01.


 


“Extended Maturity
Date” is defined in Section 2.25(a).


 


“Extending Lender”
is defined in Section 2.25(b).


 


“Extension Date”
is defined in Section 2.25(a).


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the Effective Date (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
agreement 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 shall be set forth on the NYFRB’s Website from time to time) and published on the
next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate
as so determined would be less than 0%, such rate shall be deemed to be 0% for the purposes of this Agreement.


 






    	 	21	 



     


    

 


“Financial Officer”
means the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of the Company.





 


“Financials”
means the annual or quarterly financial statements, and accompanying certificates and other documents, of the Company and its Subsidiaries
required to be delivered pursuant to Section 5.01(a) or 5.01(b).


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, the
Adjusted TIBO Rate, the CDOR Rate, each Adjusted Daily Simple RFR or the Central Bank Rate, as applicable. For the avoidance of doubt,
the initial Floor for each of the Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, the Adjusted TIBO Rate, the CDOR Rate, each Adjusted
Daily Simple RFR or the Central Bank Rate shall be 0%.


 


“Foreign Currencies”
means Agreed Currencies other than Dollars.


 


“Foreign Currency
LC Exposure” means, at any time, the sum of (a) the Dollar Amount of the aggregate undrawn and unexpired amount of all
outstanding Foreign Currency Letters of Credit at such time plus (b) the aggregate principal Dollar Amount of all LC Disbursements
in respect of Foreign Currency Letters of Credit that have not yet been reimbursed at such time.


 


“Foreign Currency
Letter of Credit” means a Letter of Credit denominated in a Foreign Currency.


 


“Foreign Currency
Payment Office” of the Administrative Agent shall mean, for each Foreign Currency (other than Canadian Dollars in respect of
Canadian Swingline Loans), the office, branch, affiliate or correspondent bank of the Administrative Agent for such currency as specified
from time to time by the Administrative Agent to the Company and each Lender.


 


“Foreign Lender”
means (a) if the applicable Borrower is a U.S. Person, a Lender, with respect to such Borrower, that is not a U.S. Person, and (b) if
the applicable Borrower is not a U.S. Person, a Lender, with respect to such Borrower, that is resident or organized under the laws of
a jurisdiction other than that in which such Borrower is resident for tax purposes.


 


“Foreign Subsidiary”
means any Subsidiary which is not a Domestic Subsidiary.


 


“Foreign Subsidiary
Borrower” means any Foreign Subsidiary that is also a Subsidiary Borrower.


 


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


 


“German Borrower”
means any German Subsidiary that becomes a Subsidiary Borrower pursuant to Section 2.23 and that has not ceased to be a Subsidiary
Borrower pursuant to such Section.


 


“German Insolvency
Event” means:


 


(a)           a
German Borrower is unable or admits inability to pay its debts as they fall due or is deemed to or declared to be unable to pay its debts
when due (zahlungsunfähig) within the meaning of section 17 German Insolvency Code (Insolvenzordnung);


 






    	 	22	 



     


    

 


(b)           a
German Borrower is over-indebted (überschuldet) within the meaning of section 19 German Insolvency Code;





 


(c)           a
German Borrower suspends or announces its intention to suspend payments of any of its debts; or


 


(d)           any
corporate action legal proceeding or other formal step or procedure is taken in relation to:


 


(i) the filing for the
opening of insolvency proceedings (Antrag auf Eröffnung eines Insolvenzverfahrens) in relation to a German Borrower or any
of its assets; or


 


(ii) the competent court
takes any of the actions set out in section 21 German Insolvency Code (Anordnung von Sicherungsmaßnahmen) against a German
Borrower


 


(iii) a competent court
institutes or rejects (for reason of insufficiency of its funds to implement such proceedings (Abweisung mangels Masse)) insolvency
proceedings against a German Borrower (Eröffnung des Insolvenzverfahrens)


 


save that this paragraph (d) shall
not apply to any action, proceeding, procedure or formal step which is frivolous or vexatious and is discharged, stayed or dismissed
within 21 days of commencement.


 


“German Subsidiary”
means any Subsidiary organized under the laws of Germany.


 


“Governmental Authority”
means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local,
the Pensions Regulator, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance
or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to
pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued
to support such Indebtedness or obligation; provided, that the term “Guarantee” shall not include endorsements for
collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the lesser
of (a) the stated or determinable amount of the primary payment obligation in respect of which such Guarantee is made and (b) the
maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless
such primary payment obligation and the maximum amount for which such guaranteeing Person may be liable are not stated or determinable,
in which case the amount of the Guarantee shall be such guaranteeing Person’s maximum reasonably possible liability in respect
thereof as reasonably determined by the Company in good faith.


 






    	 	23	 



     


    

 


“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants and contaminants
listed, defined, designated, regulated or classified under applicable Environmental Laws as hazardous, toxic, radioactive, dangerous,
a pollutant, a contaminant, petroleum, oil or words of similar meaning or effect, including petroleum or petroleum distillates, asbestos
or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes.


 


“Hillenbrand Family
Group” means the descendants of John A. Hillenbrand and members of such descendants’ families and trusts for the benefit
of such Persons.


 


“Increasing Lender”
has the meaning assigned to such term in Section 2.20.


 


“Incremental Term
Loan” has the meaning assigned to such term in Section 2.20.


 


“Incremental Term
Loan Amendment” has the meaning assigned to such term in Section 2.20.


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, but only to the extent included as indebtedness
or liabilities in accordance with GAAP: (a) all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or similar instruments, (c) all obligations of such Person to pay
the deferred purchase price of property or services (other than accounts payable incurred in the ordinary course of business or any earn-out
obligations), (d) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such
Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness
shall have been assumed by such Person or is limited in recourse, (e) all obligations of such Person for unreimbursed payments made
under letters of credit (including standby and commercial), bankers’ acceptances and bank guarantees, (f) all obligations
in respect of finance leases of such Person, (g) (only for purposes of calculating Consolidated Indebtedness) net obligations of
such Person under any Swap Agreement pertaining to interest rates and (h) all Guarantees of such Person in respect of any of the
foregoing; provided that the term “Indebtedness” shall not include obligations in respect of operating leases
regardless of whether they appear on the balance sheet of such Person. For purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation, limited liability company
or other limited liability entity) in which such person is a general partner or a joint venture, unless such Indebtedness is expressly
made non-recourse to such Person. The amount of any net obligation under any Swap Agreement on any date shall be deemed to be the Swap
Termination Value thereof as of such date. The amount of any finance lease as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date. Upon the defeasance or satisfaction and discharge of Indebtedness in accordance with
the terms of such Indebtedness, such Indebtedness will cease to be “Indebtedness” hereunder (upon the giving or mailing of
a notice of redemption and redemption funds being deposited with a trustee or paying agent or otherwise segregated or held in trust or
under an escrow or other funding arrangement for the sole purpose of repurchasing, redeeming, defeasing, repaying, satisfying and discharging,
or otherwise acquiring or retiring such Indebtedness, or other substantially comparable processes).


 


“Indemnified Taxes”
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of
any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.


 


“Indemnitee”
has the meaning assigned to such term in Section 9.03(b).


 






    	 	24	 



     


    

 


“Ineligible Institution”
has the meaning assigned to such term in Section 9.04(b).


 


“Information”
has the meaning assigned to such term in Section 9.12.


 


“Information Memorandum”
means the lender presentation provided to the Lenders on May 16, 2022 relating to the Company and the Transactions.


 


“Initial
Subsidiary Borrowers” means, collectively, Hillenbrand Luxembourg Inc., a Delaware corporation, Coperion K-Tron (Schweiz) GmbH,
a Swiss limited liability company, Hillenbrand Switzerland GmbH, a Swiss limited liability company, Batesville Canada ULC Batesville
Canada SRI, an unlimited company under the Companies Act (Nova Scotia), Rotex Europe Ltd, a private company limited by
shares under the laws of England and Wales, Coperion GmbH, a limited liability company organized under the laws of Germany, Hillenbrand
Germany Holding GmbH, a limited liability company organized under the laws of Germany, and each an “Initial Subsidiary Borrower.”


 


“Insolvency Act 1986”
means the Insolvency Act 1986 of the United Kingdom.


 


“Intangible Assets”
means the aggregate amount, for the Company and its Subsidiaries on a consolidated basis, of all assets classified as intangible assets
under GAAP, including, without limitation, customer lists, acquired technology, goodwill, computer software, trademarks, patents, copyrights,
organization expenses, franchises, licenses, trade names, brand names, mailing lists, catalogs, unamortized debt discount and capitalized
research and development costs.


 


“Interest Coverage
Ratio” has the meaning assigned to such term in Section 6.10(b).


 


“Interest Election
Request” means a request by the applicable Borrower to convert or continue a Borrowing in accordance with Section 2.08,
which shall be substantially in the form attached hereto as Exhibit B-2 or any other form approved by the Administrative
Agent.


 


“Interest
Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan) and any Canadian Base Rate Loan, the
last day of each March, June, September and December and the Maturity Date, (b) with respect to any RFR Loan, each
date that is on the numerically corresponding day in each calendar month that is one calendar month after the Borrowing of such RFR Loan
(or, if there is no such numerically corresponding day in such calendar month, then the last day of such calendar month) and the Maturity
Date, (c) with respect to any Term Benchmark Loan, the last day of each Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three months’ duration, each
day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such
Interest Period and the Maturity Date and (d) with respect to any Swingline Loan, the day that such Loan is required to be repaid
and the Maturity Date.


 


“Interest Period”
means with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, three or, other than with respect to a CDOR Rate Borrowing, six months thereafter
(in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment for any Agreed Currency),
as the applicable Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day,
such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the
next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that
commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar
month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no
tenor that has been removed from this definition pursuant to Section 2.14(e) shall be available for specification in such Borrowing
Request or Interest Election Request. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing
is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.


 






    	 	25	 



     


    

 


“IRS” means
the United States Internal Revenue Service.


 


“Issuing Bank”
means JPMorgan Chase Bank, N.A., HSBC Bank USA, National Association, Wells Fargo Bank, National Association, Citizens Bank, N.A., PNC
Bank, National Association, U.S. Bank National Association, BMO Harris Financing, Inc., Sumitomo Mitsui Banking Corporation, Truist
Bank and Bank of America, N.A. and each other Lender designated by the Company as an “Issuing Bank” hereunder that has agreed
to such designation (and is reasonably acceptable to the Administrative Agent), each in its capacity as an issuer of Letters of Credit
hereunder, and its successors in such capacity as provided in Section 2.06(i). Each Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank”
shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate; provided that, regardless of whether
any such Affiliate of an Issuing Bank is acting as an Issuing Bank hereunder pursuant to this sentence, all voting and consent rights
of an Issuing Bank shall be held by and exercised by the Lender that is an Issuing Bank (and not any Affiliate of such Lender that is
acting as an Issuing Bank pursuant to this sentence).


 


“ITA” means
the Income Tax Act 2007 of the United Kingdom.


 


“Japanese Yen”
means the lawful currency of Japan.


 


“LC Collateral Account”
has the meaning assigned to such term in Section 2.06(j).


 


“LC Disbursement”
means a payment made by an Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn Dollar Amount of all outstanding Letters of Credit at such time plus (b) the
aggregate Dollar Amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Company at such time. The LC
Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the LC Exposure at such time. For all purposes of
this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder
by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International
Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13
or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later
version thereof as may be in effect at the applicable time) or similar terms of the Letter of Credit itself, or if compliant documents
have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn”
in the amount so remaining available to be paid, and the obligations of the Borrowers and each Revolving Lender shall remain in full
force and effect until the Issuing Banks and the Revolving Lenders shall have no further obligations to make any payments or disbursements
under any circumstances with respect to any Letter of Credit.


 


“Lender Notice Date”
is defined in Section 2.25(b).


 


“Lender Parent”
means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 






    	 	26	 



     


    

 


“Lender-Related Person”
has the meaning assigned to such term in Section 9.03(d).


 


“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a Lender hereunder pursuant to Section 2.20
or pursuant to an Assignment and Assumption or other documentation contemplated hereby, other than any such Person that ceases to be
a party hereto pursuant to an Assignment and Assumption or other documentation contemplated hereby. Unless the context otherwise requires,
the term “Lenders” includes the Swingline Lender and the Issuing Banks. For the avoidance of doubt, the term “Lenders”
excludes the Departing Lender.


 


“Letter of Credit”
means any Commercial Letter of Credit or Standby Letter of Credit.


 


“Leverage Ratio”
has the meaning assigned to such term in Section 6.10(a).


 


“Liabilities”
means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.


 


“Lien” means,
with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.


 


“Limited Conditionality
Acquisition” means any acquisition by the Company or any Subsidiary (a) that is permitted by this Agreement and (b) for
which the Company has determined, in good faith, that limited conditionality is reasonably necessary or advisable.


 


“Limited Conditionality
Acquisition Agreement” means, with respect to any Limited Conditionality Acquisition, the definitive acquisition agreement,
purchase agreement or similar agreement in respect thereof.


 


“Liquidity Amount”
means, as of any date of determination, the lesser of (i) the sum of (a) 100% of the unrestricted and unencumbered cash and
cash equivalents maintained by the Company and its Domestic Subsidiaries as of such date, plus (b) 70% of the unrestricted
and unencumbered cash and cash equivalents maintained by the Company and its Subsidiaries in notional pooling structures outside of the
United States and by its Foreign Subsidiaries as of such date and (ii) $175,000,000; provided however, that amounts calculated
under this definition shall exclude any amounts that would not be considered “cash” or “cash equivalents” as
recorded on the books of the Company or the applicable Subsidiary.


 


Notwithstanding the foregoing,
the following change shall be automatically deemed to be made to the definition of “Liquidity Amount” on, and with effect
as of, the date on which (1) changes that are the substantial equivalent of the following change is made to the corresponding provision
of both the “LG Facility Agreement” and the “Shelf Agreement”, in each case as defined in the Company’s
most recent applicable filings with the SEC and (2) the Administrative Agent shall have received from the Company an executed copy
of each such amendment making such conforming change, in each case such amendment being confirmed by the Company in writing to be effective:


 


(I) the reference to “$175,000,000”
appearing therein will be replaced with a reference to “$500,000,000” in its place.


 






    	 	27	 



     


    

 


“Loan Documents”
means this Agreement, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary Termination, the Subsidiary Guaranty, any promissory
notes issued pursuant to Section 2.10(e), any Letter of Credit applications and any and all other agreements, instruments, documents
and certificates identified in Section 4.01 executed and delivered by a Loan Party to, or in favor of, the Administrative Agent
or any Lenders. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits
or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement
or such Loan Document as the same may be in effect at any and all times such reference becomes operative.


 


“Loan Parties”
means, collectively, the Borrowers and the Subsidiary Guarantors.


 


“Loans”
means the loans made by the Lenders to any of the Borrowers pursuant to this Agreement.


 


“Local Time”
means (i) New York City time in the case of a Loan, Borrowing or LC Disbursement denominated in Dollars, (ii) Toronto, Canada
time in the case of a Loan, Borrowing or LC Disbursement denominated in Canadian Dollars made to, or for the account of, a Canadian Borrower,
(iii) Brussels, Belgium time with respect to euro and (iv) local time in the case of a Loan, Borrowing or LC Disbursement denominated
in a Foreign Currency (other than those denominated in Canadian Dollars and made to, or for the account of, a Canadian Borrower or denominated
in euro) (it being understood that such local time shall mean London, England time unless otherwise notified by the Administrative Agent).


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, operations or financial condition of the Company and the
Subsidiaries taken as a whole, (b) the ability of the Loan Parties to perform their payment obligations under the Loan Documents
or (c) the material rights or remedies of the Administrative Agent and the Lenders under the Loan Documents.


 


“Material
Domestic Subsidiary” means, as of any date of determination, each Domestic Subsidiary either (i) having (together
with its subsidiaries) assets that constitute five percent (5%) or more of the Consolidated Total Assets of the Company and its Subsidiaries
or (b) having (together with its Subsidiaries) revenues (excluding, for the avoidance of doubt, intercompany revenues) that constitute
five percent (5%) or more of the Consolidated Revenues of the Company and its Subsidiaries, in each case as of the last day of the immediately
preceding fiscal year of the Company for which annual financial statements are available.


 


“Material Indebtedness”
means, as of any date, Indebtedness (other than the Loans and Letters of Credit), or the net obligations in respect of one or more
Swap Agreements, of any one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $75,000,000 as of
such date. For purposes of determining Material Indebtedness, the “principal amount” of the net obligations of the Company
or any Subsidiary in respect of any Swap Agreement at any time shall be deemed to be the Swap Termination Value thereof as of such date.


 


“Material
Subsidiary” means, as of any date of determination, each Subsidiary either (i) having (together with its subsidiaries)
assets that constitute five percent (5%) or more of the Consolidated Total Assets of the Company and its Subsidiaries or (b) having
(together with its Subsidiaries) revenues that constitute five percent (5%) or more of the Consolidated Revenues of the Company and its
Subsidiaries, in each case as of the last day of the immediately preceding fiscal year of the Company for which annual financial statements
are available.


 


“Maturity Date”
means the Revolving Credit Maturity Date or the Term Loan Maturity Date, as the context requires.


 


“Maximum Rate”
has the meaning assigned to such term in Section 9.15.


 






    	 	28	 



     


    

 


“Milacron Pension
Scheme” means the existing pension scheme for which Milacron UK Ltd. (a registered company in England with number 04444980)
is an employer (for the purposes of sections 38 to 51 of the United Kingdom Pensions Act 2004).


 


“Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA, to which the Company or any of its ERISA Affiliates is
contributing or has any obligation to contribute.


 


“Non-Consenting Lender”
is defined in Section 9.02(d).


 


“Non-Extending Lender”
is defined in Section 2.25(b).


 


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


 


“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 would be
less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement.


 


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


 


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and
liabilities of any of the Company and the other Loan Parties to any of the Lenders, the Administrative Agent, any Issuing Bank or any
indemnified party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint or several,
absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law
or otherwise, arising or incurred, in each case, under this Agreement or any of the other Loan Documents or in respect of any of the
Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time evidencing
any thereof; provided that the definition of “Obligations” shall not create or include any guarantee by any Loan Party
of any Excluded Swap Obligations of such Loan Party for purposes of determining any obligations of any Loan Party.


 


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


 


“Original Currency”
is defined in Section 2.18(a).


 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient
and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party
to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction
pursuant to or enforced any Loan Document, or sold or assigned an interest in any Commitment, Loan, Letter of Credit or Loan Document).


 






    	 	29	 



     


    

 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to
an assignment (other than an assignment made pursuant to Section 2.19(b)).


 


“Overnight Bank Funding
Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated
in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set
forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight
bank funding rate.


 


“Overnight
Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the NYFRB Rate and (b) with
respect to any amount denominated in a Foreign Currency, an overnight rate determined by the Administrative Agent or the relevant Issuing
Bank, as the case may be, in accordance with banking industry rules on interbank compensation.


 


“Participant”
has the meaning assigned to such term in Section 9.04.


 


“Participant Register”
has the meaning assigned to such term in Section 9.04(c).


 


“Participating Member
State” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance
with legislation of the European Union relating to economic and monetary union.


 


“Party”
means a party to this Agreement.


 


“Patriot Act”
means the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


“Payment”
has the meaning assigned to such term in Section 8.01(j).


 


“Payment Notice”
has the meaning assigned to such term in Section 8.01(j).


 


“PBGC” means
the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


“Pensions Regulator”
means the body corporate established under section 1 of the United Kingdom Pensions Act 2004 (or any replacement or successor body from
time to time).


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan” means
any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412
of the Code or Section 302 of ERISA, and in respect of which the Company or any ERISA Affiliate is (or, if such plan were terminated,
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.


 






    	 	30	 



     


    

 


“Pounds Sterling”
means the lawful currency of the United Kingdom.





 


“PPSA” means
the Personal Property Security Act or other personal property security legislation of the applicable Canadian province or provinces in
respect of any Loan Party or any Subsidiary (including the Civil Code of the Province of Quebec) as all such legislation now exists or
may from time to time to hereafter be amended, modified, recodified, supplemented or replaced, together with all rules, regulations and
interpretations thereunder or related thereto.


 


“Prime Rate”
means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. 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.


 


“Protected Party”
means any Credit Party that is or will be subject to any liability or required to make any payment for or on account of UK Tax, in relation
to a sum received or receivable (or any sum deemed for the purposes of UK Tax to be received or receivable) under any Loan Document.


 


“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.


 


“QFC” has
the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


“QFC Credit Support”
has the meaning assigned to it in Section 9.19.


 


“Qualifying Lender”
means:


 


(i) a Lender (other
than a Lender within clause (ii) below) that is beneficially entitled to interest payable to that Lender in respect of an advance
under a Loan Document and is:


 


(a)           a
Lender:


 


		(1)	which is a bank (as defined for the purpose
                                            of section 879 of the ITA) making an advance under a Loan Document; or



 


		(2)	in respect of an advance made under a Loan
                                            Document by a person that was a bank (as defined for the purpose of section 879 of the ITA)
                                            at the time that that advance was made,



 


and which is within the charge to United
Kingdom corporation tax as respects any payments of interest made in respect of that advance or is a bank (as defined for the purposes
of Section 879 of the ITA) that would be within such charge as respects such payments apart from section 18A of the Corporation
Tax Act 2009; or


 


(b)           a
Lender which is:


 


		(1)	a company resident in the United Kingdom
                                            for United Kingdom tax purposes; or



 






    	 	31	 



     


    

 


		(2)	a partnership each member of which is:



 


		(x)	a company so resident in the United Kingdom;
                                            or



 


		(y)	a company not so resident in the United
                                            Kingdom which carries on a trade in the United Kingdom through a permanent establishment
                                            and which brings into account in computing its chargeable profits (for the purposes of section
                                            19 of the Corporation Tax Act 2009) the whole of any share of interest payable in respect
                                            of that advance that falls to it by reason of Part 17 of the Corporation Tax Act 2009;
                                            or



 


		(3)	a company not so resident in the United
                                            Kingdom which carries on a trade in the United Kingdom through a permanent establishment
                                            and which brings into account interest payable in respect of that advance in computing its
                                            chargeable profits (within the meaning given by section 19 of the Corporation Tax Act 2009);
                                            or



 


(c)           a
Treaty Lender; or


 


(ii) a building society
(as defined for the purpose of section 880 of the ITA) making an advance under a Loan Document.


 


“Recast Regulation”
means the regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast).


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.


 


“Reference Period”
has the meaning assigned to such term in the definition of “Consolidated EBITDA.”


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (i) if such Benchmark is the Term SOFR Rate, 5:00
a.m., Chicago time, on the day that is two (2) Business Days preceding the date of such setting, (ii) if such Benchmark is
the EURIBO Rate, 11:00 a.m., Brussels time two (2) TARGET Days preceding the date of such setting, (iii) if such Benchmark
is the TIBO Rate, 11:00 a.m. Japan time two (2) Business Days preceding the date of such setting, (iv) if the RFR for
such Benchmark is SONIA, then four (4) Business Days prior to such setting, (v) if the RFR for such Benchmark is SARON, then
five (5) Business Days prior to such setting, (vi) if the RFR for such Benchmark is Daily Simple SOFR, then four (4) Business
Days prior to such setting or (vii) if such Benchmark is none of the Term SOFR Rate, Daily Simple SOFR, the EURIBO Rate, the TIBO
Rate, SONIA or SARON, the time determined by the Administrative Agent in its reasonable discretion.


 


“Register”
has the meaning assigned to such term in Section 9.04.


 


“Related Indemnified
Party” has the meaning assigned to such term in Section 9.03(b).


 


“Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the respective officers, directors, employees, advisors
and agents of such Person and such Person’s Affiliates.


 






    	 	32	 



     


    

 


“Relevant
Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars,
the Board, the NYFRB and/or the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Board
and/or the NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated
in Pounds Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any
successor thereto, (iii) with respect to a Benchmark Replacement in respect of Loans denominated in euro, the European Central Bank,
or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto, (iv) with respect
to a Benchmark Replacement in respect of Loans denominated in Japanese Yen, the Bank of Japan, or a committee officially endorsed or
convened by the Bank of Japan or, in each case, any successor thereto, (v) with respect to a Benchmark Replacement in respect of
Loans denominated in Swiss Francs, the Swiss National Bank, or a committee officially endorsed or convened by the Swiss National Bank
or, in each case, any successor thereto and (vi) with respect to a Benchmark Replacement in respect of Loans denominated in any
other currency, (a) 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 (1) such Benchmark Replacement or (2) the administrator of such
Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1) the central bank for the
currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising
either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central
banks or other supervisors or (4) the Financial Stability Board or any part thereof.


 


“Relevant Rate”
means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Adjusted Term SOFR Rate, (ii) with respect
to any Term Benchmark Borrowing denominated in euro, the Adjusted EURIBO Rate, (iii) with respect to any Term Benchmark Borrowing
denominated in Japanese Yen, the Adjusted TIBO Rate, (iv) with respect to any Term Benchmark Borrowing denominated in Canadian Dollars,
the CDOR Rate or (v) with respect to any RFR Borrowing denominated in Pounds Sterling, Swiss Francs or Dollars, the applicable Adjusted
Daily Simple RFR, as applicable.


 


“Relevant Screen Rate”
means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Term SOFR Reference Rate, (ii) with respect
to any Term Benchmark Borrowing denominated in euro, the EURIBO Screen Rate, (iii) with respect to any Term Benchmark Borrowing
denominated in Japanese Yen, the TIBO Screen Rate or (iv) with respect to any Term Benchmark Borrowing denominated in Canadian Dollars,
the CDOR Screen Rate, as applicable.


 


“Required Lenders”
means, at any time, subject to Section 2.24, Lenders having Credit Exposures and unused Revolving Commitments and Term Loan Commitments
representing more than 50% of the sum of the total Credit Exposures and unused Revolving Commitments and Term Loan Commitments at such
time; provided that for purposes of declaring the Loans to be due and payable pursuant to Article VII, and for all purposes
after the Loans become due and payable pursuant to Article VII or the Revolving Commitments expire or terminate, then, as
to each Lender, clause (a) of the definition of Swingline Exposure shall only be applicable for purposes of determining its Revolving
Credit Exposure to the extent such Lender shall have funded its participation in the outstanding Swingline Loans.


 


“Required Revolving
Lenders” means, at any time, subject to Section 2.24, Revolving Lenders having Revolving Credit Exposures and Revolving
Commitments representing more than 50% of the sum of the Total Revolving Credit Exposure and Revolving Commitments at such time; provided
that for purposes of declaring the Loans to be due and payable pursuant to Article VII, and for all purposes after the Loans
become due and payable pursuant to Article VII or the Revolving Commitments expire or terminate, then, as to each Lender,
clause (a) of the definition of Swingline Exposure shall only be applicable for purposes of determining its Revolving Credit Exposure
to the extent such Lender shall have funded its participation in the outstanding Swingline Loans.


 






    	 	33	 



     


    

 


“Required
Term Lenders” means, subject to Section 2.24, at any time, Term Lenders having outstanding Term Loans (or, prior
to funding of the Term Loans on the Term Loan Funding Date, Term Loan Commitments) representing more than 50% of the sum of the total
outstanding principal amount of Term Loans (or, prior to the funding of the Term Loans on the Term Loan Funding Date, Term Loan Commitments)
at such time.


 


“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Responsible Officer”
means the chief executive officer, president, a Financial Officer or a member of the senior management team of the Company or any other
Person designated by any such Person in writing to the Administrative Agent and reasonably acceptable to the Administrative Agent.


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the
Company or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Company
or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests in the Company or any Subsidiary.


 


“Reuters”
means Thomson Reuters Corp., Refinitiv or any successor thereto.


 


“Revolving Commitment”
means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of
Credit and Swingline Loans hereunder, in the amount set forth on Schedule 2.01 opposite such Lender’s name under the heading
 “Revolving Commitment”, or in the Assignment and Assumption contemplated hereby pursuant to which such Lender shall have
assumed its Revolving Commitment, as applicable, and giving effect to (a) any reduction in such amount from time to time pursuant
to Section 2.09, (b) any increase from time to time pursuant to Section 2.20 and (c) any reduction or increase in
such amount from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial aggregate amount
of the Revolving Commitments on the Effective Date is $1,000,000,000.


 


“Revolving Credit
Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Revolving Credit
Maturity Date and the date of termination of the Revolving Commitments.


 


“Revolving Credit
Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s
Revolving Loans, its LC Exposure and its Swingline Exposure at such time.


 


“Revolving
Credit Maturity Date” means with respect to any Lender, the later of (i) June 8, 2027 and (ii) if the
Revolving Credit Maturity Date is extended for such Lender pursuant to Section 2.25, such extended Revolving Credit Maturity Date
as determined pursuant to such Section 2.25; provided, however, in each case, if such date is not a Business Day,
the Revolving Credit Maturity Date shall be the next preceding Business Day.


 


“Revolving Lender”
means, as of any date of determination, each Lender that has a Revolving Commitment or, if the Revolving Commitments have terminated
or expired, a Lender with Revolving Credit Exposure.


 


“Revolving Loan”
means a Loan made by a Revolving Lender pursuant to Section 2.01(a).


 






    	 	34	 



     


    

 


“RFR”
means, for any RFR Loan denominated in (a) Pounds Sterling, SONIA, (b) Swiss Francs, SARON and (c) Dollars, Daily Simple
SOFR, and when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bears
interest at a rate determined by reference to the applicable Adjusted Daily Simple RFR.





 


“RFR Borrowing”
means, as to any Borrowing, the RFR Loans comprising such Borrowing.


 


“RFR Business Day”
means, for any Loan denominated in (a) Pounds Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a
day on which banks are closed for general business in London, (b) Swiss Francs, any day except for (i) a Saturday, (ii) a
Sunday or (iii) a day on which banks are closed for the settlement of payments and foreign exchange transactions in Zurich and (c) Dollars,
a U.S. Government Securities Business Day.


 


“RFR Interest Day”
has the meaning specified in the definition of “Daily Simple RFR”.


 


“RFR Loan”
means a Loan that bears interest at a rate based on the Adjusted Daily Simple RFR.


 


“Sale and Leaseback
Transaction” means any sale or other transfer of any property or asset by any Person with the intent to lease such property
or asset as lessee.


 


“Sanctioned
Country” means, at any time, a country, region or territory which is itself the subject or target of any comprehensive Sanctions
(at the time of this Agreement, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic,
the Crimea Region of Ukraine, Cuba, Iran, North Korea and Syria).


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC,
the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United
Kingdom or the Swiss Confederation and/or its Directorate of International Law, (b) any Person located, organized or resident in
a Sanctioned Country or (c) any Person owned 50% or more or controlled by any such Person or Persons described in the foregoing
clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.


 


“Sanctions”
means any international economic sanctions imposed, administered or enforced from time to time by (a) the U.S. government, including
those administered by OFAC or the U.S. Department of State, (b) the United Nations Security Council, the European Union or Her Majesty’s
Treasury of the United Kingdom or (c) the Swiss Confederation and administered by its State Secretariat for Economic Affairs SECO
and/or Directorate of International Law.


 


“SARON”
means, with respect to any Business Day, a rate per annum equal to the Swiss Average Rate Overnight
for such Business Day published by the SARON Administrator on the SARON Administrator’s Website.


 


“SARON
Administrator” means the SIX Swiss Exchange AG (or any successor administrator of the Swiss
Average Rate Overnight).


 


“SARON
Administrator’s Website” means SIX Swiss Exchange AG’s website, currently at https://www.six-group.com, or any
successor source for the Swiss Average Rate Overnight identified as such by the SARON Administrator
from time to time.


 






    	 	35	 



     


    

 



 


“SEC” means
the United States Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.


 


“SOFR” means
a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


“SOFR Administrator”
means the NYFRB (or a successor administrator of the secured overnight financing rate).


 


“SOFR Administrator’s
Website” means 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.


 


“SOFR Rate Day”
has the meaning specified in the definition of “Daily Simple SOFR”.


 


“SONIA”
means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published
by the SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day.


 


“SONIA
Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).


 


“SONIA
Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any
successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.


 


“Specified Swap Obligation”
means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated
thereunder.


 


“Standby Letter of
Credit” means an irrevocable letter of credit issued pursuant to this Agreement by an Issuing Bank pursuant to which such Issuing
Bank agrees to make payments in an Agreed Currency for the account of the Company or any Subsidiary in respect of obligations of such
Person incurred pursuant to contracts made or performances undertaken or to be undertaken or like matters relating to contracts to which
the such Person is or proposes to become a party in the ordinary course of such Person’s business, including, but not limited to,
for insurance purposes and in connection with lease transactions.


 


“Statutory Reserve
Rate” means 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 EURIBO Rate
or the Adjusted TIBO Rate, as applicable, for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in
Regulation D of the Board) or any other reserve ratio or analogous requirement of any central banking or financial regulatory authority
imposed in respect of the maintenance of the Commitments or the funding of the Loans. Such reserve percentage shall include those imposed
pursuant to Regulation D of the Board. Term Benchmark 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 of the Board or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and
as of the effective date of any change in any reserve percentage.


 






    	 	36	 



     


    

 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, (i) with respect to any financial statements and
financial covenant calculations (including the defined terms used therein), any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, and (ii) for all other purposes of
the Loan Documents, a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the equity securities or other ownership interests having ordinary voting power for the election of directors or other governing body
(other than equity securities or other ownership interests having such power only by reason of the happening of a contingency) are at
the time beneficially owned (or, in the case of a Person which is treated as a consolidated subsidiary for accounting purposes, the management
of which is otherwise controlled) directly, or indirectly through one or more intermediaries, or both, by such Person.


 


“Subsidiary”
means any subsidiary of the Company.


 


“Subsidiary Borrower”
means (i) each Initial Subsidiary Borrower and (ii) any Eligible Subsidiary that becomes a Subsidiary Borrower pursuant to
Section 2.23 and, in each case, that has not ceased to be a Subsidiary Borrower pursuant to such Section 2.23.


 


“Subsidiary Guarantor”
means each Material Domestic Subsidiary (other than Excluded Subsidiaries) and each other Domestic Subsidiary as may be designated by
the Company, in each case that is party to the Subsidiary Guaranty. The Subsidiary Guarantors on the Effective Date are identified as
such in Schedule 3.01 hereto.


 


“Subsidiary Guaranty”
means that certain Third Amended and Restated Guaranty dated as of the Effective Date in the form of Exhibit G (including
any and all supplements thereto) and executed by each Subsidiary Guarantor party thereto, as amended, restated, supplemented or otherwise
modified from time to time.


 


“Supported QFC”
has the meaning assigned to it in Section 9.19.


 


“Swap Agreement”
means 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; 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 Company or the Subsidiaries shall be a Swap Agreement.


 


“Swap Termination
Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed
out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the
date referenced in subsection (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined
based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Agreements (which
may include a Lender or any Affiliate of a Lender).


 


“Swingline
Exposure” means, at any time, the aggregate principal Dollar Amount of all Swingline Loans outstanding at such time. The Swingline
Exposure of any Lender at any time shall be the sum of (a) its Applicable Percentage of the total Swingline Exposure at such time
other than with respect to any Swingline Loans made by such Lender in its capacity as a Swingline Lender and (b) the aggregate
principal amount of all Swingline Loans made by such Lender as a Swingline Lender outstanding at such time (less the amount of participations
funded by the other Lenders in such Swingline Loans).


 






    	 	37	 



     


    

 


“Swingline Lender”
means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as lender of Swingline Loans hereunder.


 


“Swingline Loan”
means a Loan made pursuant to Section 2.05 (for the avoidance of doubt, each Canadian Swingline Loan and each Euro Swingline Loan
is a Swingline Loan).


 


“Swiss Borrower”
means any Swiss Subsidiary that becomes a Subsidiary Borrower pursuant to Section 2.23 and that has not ceased to be a Subsidiary
Borrower pursuant to such Section.


 


“Swiss Francs”
means the lawful currency of Switzerland.


 


“Swiss Federal Withholding
Tax” means the Tax levied pursuant to the Swiss Federal Withholding Tax Act.


 


“Swiss Federal Withholding
Tax Act” means the Swiss Federal Withholding Tax Act (Bundesgesetz über die Verrechnungssteuer vom 13 Oktober 1965); together
with the related ordinances, regulations and guidelines, all as amended and applicable from time to time.


 


“Swiss
Guidelines” means, together, the guideline “Interbank Loans” of 22 September 1986 (S- 02.123) (Merkblatt “Verrechnungssteuer
auf Zinsen von Bankguthaben, deren Gläubiger Banken sind (Interbankguthaben)” vom 22. September 1986), the guideline
S-02.130.1 in relation to money market instruments and book claims of April 1999 (Merkblatt vom April 1999 betreffend Geldmarktpapiere
und Buchforderungen inländischer Schuldner), the circular letter No. 34 “Customer Credit Balances” of 26 July 2011
(1-034-V-2011) (Kreisschreiben Nr. 34 “Kundenguthaben” vom 26. Juli 2011), the circular letter No. 15 of 3 October 2017
(1-015-DVS-2017) in relation to bonds and derivative financial instruments as subject matter of taxation of Swiss federal income tax,
Swiss Federal Withholding Tax and Swiss Federal Stamp Taxes (Kreisschreiben Nr. 15 “Obligationen und derivative Finanzinstrumente
als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer und der Stempelabgaben” vom 3. Oktober 2017); the circular letter
No. 46 of 24 July 2019 in relation to syndicated credit facilities (Kreisschreiben Nr. 46 ("Steuerliche Behandlung von
Konsortialdarlehen,Schuldscheindarlehen,Wechselnund und Unterbeteiligungen") vom 24. Juli 2019); the circular letter
No. 47 of 25 July 2019 in relation to bonds (Kreisschreiben Nr. 47 ("Obligationen") vom 25. Juli 2019); all as issued,
and as amended from time to time, by the Swiss Federal Tax Administration (SFTA).


 


“Swiss Non-Bank Rules”
means the Swiss Ten Non-Bank Rule and the Swiss Twenty Non-Bank Rule.


 


“Swiss Qualifying
Bank” means any person acting on its own account which is licensed as a bank by the banking laws in force in its jurisdiction
of incorporation and any branch of a legal entity, which is licensed as a bank by the banking laws in force in the jurisdiction where
such branch is situated, and which, in each case, exercises as its main purpose a true banking activity, having bank personnel, premises,
communication devices of its own and authority of decision making, all within the meaning of the Swiss Guidelines.


 


“Swiss Subsidiary”
means any Subsidiary tax resident in Switzerland pursuant to Article 9 of the Swiss Federal Withholding Tax Act.


 






    	 	38	 



     


    

 


“Swiss Ten Non-Bank
Rule” means the rule that the aggregate number of creditors (within the meaning of the Swiss Guidelines) under this Agreement
which are not Swiss Qualifying Banks must not, at any time, exceed ten (10).


 


“Swiss Twenty Non-Bank
Rule” means the rule that (without duplication) the aggregate number of creditors (including the Lenders), other than
Swiss Qualifying Banks, of any Swiss Borrower under all outstanding debts relevant for classification as debenture (Kassenobligation)
(including debt arising under this Agreement), loans, facilities and/or private placements (including under this Agreement) must not,
at any time, exceed twenty (20); in each case in accordance with the meaning of the Swiss Guidelines.


 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform
and which was launched on November 19, 2007.


 


“TARGET
Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if
any, reasonably determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in euro.


 


“Tax Confirmation”
means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under
a Loan Document is either:


 


(i)            a
company resident in the United Kingdom for United Kingdom tax purposes;


 


(ii)            a
partnership each member of which is:


 


(1)            a
company so resident in the United Kingdom; or


 


(2)            a
company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which
brings into account in computing its chargeable profits (within the meaning of section 19 of the Corporation Tax Act 2009) the whole
of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the Corporation Tax Act 2009;
or


 


(iii)            a
company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which
brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19
of the Corporation Tax Act 2009) of that company.


 


“Tax Credit”
means a credit against, relief of remission for or repayment of any UK Tax.


 


“Tax Deduction”
means a deduction or withholding for or on account of UK Tax from a payment under any Loan Document.


 


“Tax Payment”
means either an increased payment made by a Borrower to a Lender under Section 2.17A(d) or a payment under Section 2.17A(m).


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees
or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, but
excluding UK Tax.


 






    	 	39	 



     


    

 


“Term Benchmark”,
when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bears interest at a rate
determined by reference to the Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, the Adjusted TIBO Rate or the CDOR Rate.


 


“Term Lender”
means, as of any date of determination, each Lender having a Term Loan Commitment or that holds Term Loans.


 


“Term Loan Availability
Period” means the period from and including the Effective Date and ending on and including the date that is 180 days after
the Effective Date.


 


“Term
Loan Commitment” means (a) with respect to any Term Lender, the amount set forth on Schedule 2.01 opposite
such Lender’s name under the heading “Term Loan Commitment”, or in the Assignment and Assumption or other documentation
or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) contemplated hereby pursuant
to which such Lender shall have assumed its Term Loan Commitment, as applicable, and after giving effect to (i) any reduction in
such amount from time to time pursuant to Section 2.09 and (ii) any reduction or increase in such amount from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04 and (b) as to all Term Lenders, the aggregate commitments
of all Term Lenders to make Term Loans. After funding the Term Loan, each Term Lender’s Term Loan Commitment shall be deemed to
be zero. The initial aggregate amount of the Term Loan Commitments of all Term Lenders on the Effective Date is $200,000,000.


 


“Term Loan Funded
Amount” has the meaning assigned to it in Section 2.10(a)(ii).


 


“Term Loan Funding
Date” means the date on which the conditions specified in Section 4.02 are satisfied (or waived in accordance with Section 9.02)
and the Term Loans are funded.


 


“Term Loan Installment
Date” has the meaning assigned to it in Section 2.10(a)(ii).


 


“Term
Loan Maturity Date” means with respect to any Lender, the later of (i) June 8, 2027 and (ii) if the Term
Loan Maturity Date is extended for such Lender pursuant to Section 2.25, such extended Term Loan Maturity Date as determined pursuant
to such Section 2.25; provided, however, in each case, if such date is not a Business Day, the Term Loan Maturity
Date shall be the next preceding Business Day.


 


“Term Loans”
means the term loans made by the Term Lenders to the Company pursuant to Section 2.01(b).


 


“Term SOFR Determination
Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.


 


“Term SOFR Rate”
means, with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period,
the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement
of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.


 


“Term SOFR Reference
Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term
Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum determined
by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination
Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and
a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR
Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business
Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business
Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.


 






    	 	40	 



     


    

 


“TIBO Rate”
means, with respect to any Term Benchmark Borrowing denominated in Japanese Yen and for any Interest Period, the TIBO Screen Rate two
(2) Business Days prior to the commencement of such Interest Period.


 


“TIBO Screen Rate”
means the Tokyo interbank offered rate administered by the Ippan Shadan Hojin JBA TIBOR Administration (or any other person which takes
over the administration of that rate) for Japanese Yen for the relevant period displayed on page DTIBOR01 of the Reuters screen
(or, in the event such rate does not appear on such 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 as selected by the
Administrative Agent from time to time in its reasonable discretion) as published at approximately 1:00 p.m., Japan time, two (2) Business
Days prior to the commencement of such Interest Period.


 


“Total Revolving Credit
Exposure” means, at any time, the sum of the outstanding principal amount of all Lenders’ Revolving Loans, their LC Exposure
and their Swingline Exposure at such time; provided, that clause (a) of the definition of Swingline Exposure shall only be
applicable to the extent Lenders shall have funded their respective participations in the outstanding Swingline Loans.


 


“Transactions”
means (i) the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, (ii) the
borrowing of Loans and other credit extensions, (iii) the use of the proceeds thereof and (iv) the issuance of Letters of Credit
hereunder.


 


“Treaty Lender”
means a Lender which:


 


(i) is treated as a resident
of a Treaty State for the purposes of a Treaty;


 


(ii) does not carry on
a business in the United Kingdom through a permanent establishment with which that Lender's participation in the Loan is effectively
connected; and


 


(iii) meets all other
conditions of the relevant Treaty for full exemption from United Kingdom taxation on interest. In this subclause (iii), “conditions”
shall mean conditions relating to an entity’s eligibility for full exemption under the relevant Treaty and shall not be treated
as including any procedural formalities that need to be satisfied in relation to that Treaty.


 


“Treaty State”
means a jurisdiction having a double taxation agreement (a “Treaty”) with the United Kingdom which makes provision
for full exemption from tax imposed by the United Kingdom on interest.


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, the Adjusted TIBO Rate, the CDOR Rate,
the Adjusted Daily Simple RFR, the Alternate Base Rate, the Canadian Prime Rate, ESTR or the Central Bank Rate.


 






    	 	41	 



     


    

 


“UK Borrower”
means any UK Subsidiary that becomes a Subsidiary Borrower pursuant to Section 2.23 and that has not ceased to be a Subsidiary Borrower
pursuant to such Section.


 


“UK Bank Levy”
means the UK Tax known as the bank levy, introduced by the United Kingdom Finance Act 2011, in such form as it may be imposed and/or
modified from time to time.


 


“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person 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 Insolvency Event”
means:


 


(a)            a
UK Relevant Entity is unable or admits inability to pay its debts as they fall due or is deemed to or declared to be unable to pay its
debts under applicable law, suspends or threatens to suspend making payments on any of its debts or, by reason of actual or anticipated
financial difficulties, commences negotiations with one or more of its creditors (other than any Credit Party under this Agreement) with
a view to rescheduling any of its indebtedness. In this context, “unable to pay its debts” means that there are grounds on
which such UK Relevant Entity would be deemed to be unable to pay its debts (as defined in Section 123(1) of the Insolvency
Act 1986 of the United Kingdom) or on which a court would be satisfied that the value of such UK Relevant Entity’s assets is less
than the amount of its liabilities, taking into account its contingent and prospective liabilities (as such term would be construed for
the purposes of Section 123(2) of the Insolvency Act 1986);


 


(b)            a
moratorium is declared in respect of any indebtedness of any UK Relevant Entity; provided that, if a moratorium occurs, the ending
of the moratorium will not remedy any Event of Default caused by such moratorium;


 


(c)            any
corporate action, legal proceedings or other formal procedure or step is taken in relation to:


 


(i)            the
suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary
arrangement, scheme of arrangement or otherwise), but excluding any solvent reorganization or liquidation not prohibited by this Agreement,
of any UK Relevant Entity;


 


(ii)            a
composition, compromise, assignment or arrangement with any creditor of any UK Relevant Entity (including but without limitation to a
restructuring plan under Part 26A of United Kingdom Companies Act 2006);


 


(iii)            the
appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect
of any UK Relevant Entity, or any of its assets; or


 


(iv)            enforcement
of any Lien securing Indebtedness for borrowed money in excess of £25,000,000 over any assets of any UK Relevant Entity,


 


or any analogous procedure or step is taken in
any jurisdiction in respect of any UK Relevant Entity, save that this paragraph (c) shall not apply to any action, proceeding, procedure
or formal step which is frivolous or vexatious and is discharged, stayed or dismissed within 21 days of commencement; or


 






    	 	42	 



     


    

 


(d)            any
expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets
of a UK Relevant Entity, in each such case, where any such actions or process described in this clause (d) would reasonably be expected
to result in a Material Adverse Effect.


 


“UK Non-Bank Lender”
means:


 


(a)            a Lender (which falls
within clause (i)(b) of the definition of Qualifying Lender) which is a party to this Agreement and which has provided a Tax Confirmation
to the Company; and


 


(b)            where a Lender becomes
a Party after the day on which this Agreement is entered into, a Lender which gives a Tax Confirmation in the Assignment and Assumption
or Augmenting Lender Supplement (as the case may be) which it executes on becoming a Party.


 


“UK Relevant Entity”
means any Subsidiary Borrower that is a UK Subsidiary or any other Borrower capable of becoming subject of an order for winding-up or
administration under the Insolvency Act 1986.


 


“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


“UK Subsidiary”
means any Subsidiary organized under the laws of England and Wales.


 


“UK Tax”
means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection
with any failure to pay or any delay in paying any of the same) imposed by the government of the United Kingdom or any political subdivision
thereof.


 


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


 


“United States”
or “U.S.” mean the United States of America.


 


“U.S. Government Securities
Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities.


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Special
Resolution Regime” has the meaning assigned to it in Section 9.19.


 


“U.S. Tax Compliance
Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).


 


“VAT” means:


 


(a)            any
value added tax imposed under the Value Added Tax Act 1994;


 


(b)            any
tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112);
and


 


(c)            any
other tax of a similar nature, whether imposed in the United Kingdom or in a member state of the European Union in substitution for,
or levied in addition to, such tax referred to in paragraphs (a) or (b) above, or imposed elsewhere.


 






    	 	43	 



     


    

 


“Value Added Tax Act
1994” means the Value Added Tax Act 1994 of the United Kingdom.


 


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


 


“Withholding Agent”
means any Loan Party and the Administrative Agent.


 


“Write-Down and Conversion
Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.


 


Section 1.02.     Classification
of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving
Loan”) or by Type (e.g., a “Term Benchmark Loan” or an “RFR Loan”) or by Class and
Type (e.g., a “Term Benchmark Revolving Loan” or an “RFR Revolving Loan”). Borrowings also
may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a
 “Term Benchmark Borrowing” or an “RFR Borrowing”) or by Class and Type (e.g., a “Term
Benchmark Revolving Borrowing” or an “RFR Revolving Borrowing”).


 


Section 1.03.     Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
 “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “law”
shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations
thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all
Governmental Authorities. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument
or other document in any Loan Document (including Exhibits and Schedules) shall be construed as referring to such agreement, instrument
or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments,
restatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation
shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of
comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors
and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental
Authority that shall have succeeded to any or all functions thereof, (d) the words “herein”, “hereof” and
 “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles
and Sections of, and Exhibits and Schedules to, this Agreement and (f) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.


 






    	 	44	 



     


    

 


Section 1.04.     Accounting
Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Company notifies the
Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after
the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies
the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such
notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis
of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn
or such provision amended in accordance herewith. Notwithstanding any other provision contained herein 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 (x) without
giving effect to any election under Accounting Standards Codification 825 (or any other Accounting Standards Codification or Financial
Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary
at “fair value”, as defined therein and (y) without giving effect to any treatment of Indebtedness under Accounting
Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard 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, net of discounts and premiums.


 


(b)  Except as otherwise
provided herein, all pro forma computations required to be made hereunder giving effect to any acquisition or disposition, or issuance,
incurrence, assumption or repayment of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto
(and, in the case of any pro forma computation made hereunder to determine whether such acquisition or disposition, or issuance, incurrence,
assumption or repayment of Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction
consummated since the first day of the period covered by any component of such pro forma computation and on or prior to the date of such
computation) as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters ending with the most
recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or,
prior to the delivery of any such financial statements, ending with the last fiscal quarter included in the financial statements referred
to in Section 3.04(a)), and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired
or disposed of (but without giving effect to any synergies or cost savings unless permitted by Article 11 of Regulation S-X) and
any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act.
If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account
any Swap Agreement pertaining to interest rates applicable to such Indebtedness).


 






    	 	45	 



     


    

 


Section 1.05.     Amendment
and Restatement of Existing Agreement. The parties to this Agreement agree that, on the Effective Date, the terms and provisions
of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and provisions of this Agreement.
This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the Obligations under
the Existing Credit Agreement and the other Loan Documents as in effect prior to the Effective Date. All Loans made and Obligations incurred
under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall
be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, on the Effective Date: (a) all
references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”,
the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement
and the Loan Documents, (b) Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit
under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any
Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement
and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions
in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s
Revolving Credit Exposure and outstanding Revolving Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding
aggregate Revolving Credit Exposures on the Effective Date, (d) the Existing Loans of the Departing Lender shall be repaid in full
(accompanied by any accrued and unpaid interest and fees thereon), the Departing Lender’s “Commitment” under the Existing
Credit Agreement shall be terminated and the Departing Lender shall not be a Lender hereunder and shall not have any obligation to make
Loans or extend credit under this Agreement or to participate in Letters of Credit issued or Swingline Loans made under the Existing
Credit Agreement (with all existing participations of the Departing Lender in Letters of Credit and Swingline Loans deemed terminated)
or to reimburse any party for LC Disbursements in respect thereof (provided, however, that the Departing Lender shall continue to be
entitled to the benefits of Sections 2.15, 2.16, 2.17, 2.17A and 9.03) and (e) the Company hereby agrees to compensate each applicable
Lender (and the Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and
assignment of any Term Benchmark Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement) and such
reallocation (and any repayment or prepayment of the Departing Lender’s Loan) described above, in each case on the terms and in
the manner set forth in Section 2.16 hereof. The Departing Lender, by its execution of its Departing Lender Signature Page, notwithstanding
the time period specified in Section 2.11 of the Existing Credit Agreement, consents to the prepayment of its loans under the Existing
Credit Agreement without any requirement of a written notice of prepayment.


 


Section 1.06.     Interest
Rates; Benchmark Notification. The interest rate on a Loan denominated in Dollars or a Foreign Currency may be derived from an interest
rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of
a Benchmark Transition Event, Section 2.14(b) provides a mechanism for determining an alternative rate of interest. The Administrative
Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission,
performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor
rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative,
successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest
rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability.
The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any
interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any
relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources
or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced
in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender
or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages,
costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any
such rate (or component thereof) provided by any such information source or service.


 






    	 	46	 



     


    

 


Section 1.07.     Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset,
right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the
subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired
on the first date of its existence by the holders of its Equity Interests at such time.


 


Section 1.08.     Certain
Calculations. No Default or Event of Default shall arise as a result of any limitation or threshold set forth in Dollars in ‎Articles
VI and VII under this Agreement being exceeded solely as a result of changes in currency exchange rates from those rates applicable
on the last day of the fiscal quarter of the Company immediately preceding the fiscal quarter of the Company in which the applicable
transaction or occurrence requiring a determination occurs.


 


Section 1.09.     Exchange
Rates; Currency Equivalents.


 


(a)            The
Administrative Agent or the relevant Issuing Bank, as applicable, shall determine the Dollar Amount of Borrowings or Letters of Credit
denominated in Foreign Currencies. Such Dollar Amount shall become effective as of such Computation Date and shall be the Dollar Amount
of such amounts until the next Computation Date to occur.


 


(b)            Except
for purposes of (i) any determination under Article VI (other than Section 6.10) or calculating financial covenants hereunder,
which shall, in each case, be as reasonably determined by the Company, (ii) Section 6.10, for which the applicable amount of
any Agreed Currency (other than Dollars) shall be translated into Dollars at the currency exchange rates used in preparing the Company’s
most recent annual and quarterly financial statements and (iii) or except as otherwise provided herein, the applicable amount of
any Agreed Currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Amount as so determined by the Administrative
Agent or the relevant Issuing Bank, as applicable.


 


ARTICLE II


 


The Credits


 


Section 2.01.     Commitments.
Prior to the Effective Date, certain revolving loans were previously made to the Borrowers under the Existing Credit Agreement which
remain outstanding as of the date of this Agreement (such outstanding revolving loans being hereinafter referred to as the “Existing
Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that
on the Effective Date but subject to the reallocation and other transactions described in Section 1.05, the Existing Loans shall
be re-evidenced as Revolving Loans under this Agreement, and the terms of the Existing Loans shall be restated in their entirety and
shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Revolving Lender (severally
and not jointly) agrees to make Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Revolving Credit Availability
Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing to
any Swingline Loans outstanding pursuant to Section 2.10(a)) in, subject to Sections 2.04 and 2.11(b), (i) the Dollar
Amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (ii) the Dollar Amount
of the Total Revolving Credit Exposure exceeding the aggregate Revolving Commitments and (b) each Term Lender with a Term Loan Commitment
(severally and not jointly) agrees to make a Term Loan to the Company in Dollars in a single drawing during the Term Loan Availability
Period, in an amount equal to such Lender’s Term Loan Commitment, on the Term Loan Funding Date by making immediately available
funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent.
Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving
Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.


 






    	 	47	 



     


    

 


Section 2.02.     Loans
and Borrowings. (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the
same Class and Type made by the applicable Lenders ratably in accordance with their respective Commitments of the applicable Class.
The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure
to make Loans as required. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05. The Term
Loans shall amortize as set forth in Section 2.10.


 


(b)            Subject
to Section 2.14, (i) each Revolving Borrowing and Term Loan Borrowing shall be comprised (x) in the case of Borrowings
in Dollars, entirely of ABR Loans or Term Benchmark Loans and (y) in the case of Borrowings in any other Agreed Currency, entirely
of Term Benchmark Loans or RFR Loans, as applicable, in each case of the same Agreed Currency, as the relevant Borrower may request in
accordance herewith; provided that each ABR Loan shall only be made in Dollars and (ii) each Swingline Loan shall be (x) an
ABR Loan in the case of a Swingline Loan denominated in Dollars, (y) an ESTR Loan in the case of an Euro Swingline Loan or (z) a
Canadian Base Rate Loan in the case of a Canadian Swingline Loan. 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 (and in the case of an Affiliate, the provisions of Sections 2.14,
2.15, 2.16, 2.17 and 2.17A shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of
such option shall not affect the obligation of the relevant Borrower to repay such Loan in accordance with the terms of this Agreement.


 


(c)            At
the commencement of each Interest Period for any Term Benchmark Revolving Borrowing and/or payment period for each RFR Revolving Borrowing,
such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 (or, if such Borrowing is denominated in (i) Japanese
Yen, JPY10,000,000 or (ii) a Foreign Currency other than Japanese Yen, 100,000 units of such currency) and not less than $1,000,000
(or, if such Borrowing is denominated in (i) Japanese Yen, JPY100,000,000 or (ii) a Foreign Currency other than Japanese Yen,
1,000,000 units of such currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount
that is an integral multiple of $100,000 and not less than $500,000; provided that an ABR Revolving Borrowing may be in an aggregate
amount that is equal to the entire unused balance of the aggregate Revolving Commitments or that is required to finance the reimbursement
of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple
of $100,000 (or, if such Swingline Loan is denominated in (i) Japanese Yen, JPY10,000,000 or (ii) a Foreign Currency other
than Japanese Yen, 100,000 units of such currency) and not less than $100,000 (or, if such Swingline Loan is denominated in (i) Japanese
Yen, JPY10,000,000 or (ii) a Foreign Currency other than Japanese Yen, 100,000 units of such currency). Borrowings of more than
one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of
twenty five (25) Term Benchmark Borrowings or RFR Borrowings outstanding.


 


(d)            Notwithstanding
any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if
the Interest Period requested with respect thereto would end after the applicable Maturity Date.


 






    	 	48	 



     


    

 


Section 2.03.     Requests
for Borrowings. To request a Borrowing, the applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify
the Administrative Agent of such request (a) by irrevocable written notice (via a written Borrowing Request signed by the applicable
Borrower, or the Company on behalf of the applicable Borrower) (i) in the case of a Term Benchmark Borrowing denominated in Dollars
or Canadian Dollars, not later than 3:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing,
(ii) in the case of a Term Benchmark Borrowing denominated in euro or Japanese Yen, not later than 3:00 p.m., London time, three
(3) Business Days before the date of the proposed Borrowing and (iii) in the case of an RFR Borrowing denominated in Pounds
Sterling or Swiss Francs, not later than 12:00 noon, London time, five (5) RFR Business Days before the date of the proposed Borrowing
or (b) by irrevocable written notice (via a written Borrowing Request signed by the applicable Borrower, or the Company on behalf
of the applicable Borrower), not later than 1:00 p.m., Local Time, on the date of a proposed ABR Borrowing. Each such Borrowing
Request shall specify the following information in compliance with Section 2.02:


 


(i)            the
name of the applicable Borrower;


 


(ii)            the
Agreed Currency and the aggregate principal amount of the requested Borrowing;


 


(iii)            the
date of such Borrowing, which shall be a Business Day;


 


(iv)            whether
such Borrowing is to be an ABR Borrowing, a Term Benchmark Borrowing or an RFR Borrowing and whether such Borrowing is a Revolving Borrowing
or a Term Loan Borrowing;


 


(v)            in
the case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by
the definition of the term “Interest Period”; and


 


(vi)            the
location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements
of Section 2.07.


 


If no election as to the currency of a Borrowing
is specified, then the requested Borrowing shall be made in Dollars. If no election as to the Type of Borrowing is specified, then, in
the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified
with respect to any requested Term Benchmark Borrowing, then the relevant Borrower shall be deemed to have selected an Interest Period
of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative
Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested
Borrowing.


 


Section 2.04.     Determination
of Dollar Amounts. The Administrative Agent will determine the Dollar Amount of:


 


(a)            any
Loan denominated in a Foreign Currency, on each of the following: (i) the date of the Borrowing of such Loan and (ii)(A) with
respect to any Term Benchmark Loan, each date of a conversion or continuation of such Loan pursuant to the terms of this Agreement and
(B) with respect to any RFR Loan, each date that is on the numerically corresponding day in each calendar month that is one month
after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month),


 






    	 	49	 



     


    

 


(b)            any
Letter of Credit denominated in a Foreign Currency, on 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, and


 


(c)            all
outstanding Credit Events, on any additional date as the Administrative Agent may determine at any time when an Event of Default
exists.


 


Each day upon or as of which the Administrative
Agent determines Dollar Amounts as described in the preceding clauses (a), (b) and (c) is herein described as a “Computation
Date” with respect to each Credit Event for which a Dollar Amount is determined on or as of such day.


 


Section 2.05.     Swingline
Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender may in its sole discretion make Swingline
Loans in Dollars, Canadian Dollars or euro to any Borrower from time to time during the Revolving Credit Availability Period, in an aggregate
principal Dollar Amount at any time outstanding that will not result in (i) the aggregate principal Dollar Amount of outstanding
Swingline Loans exceeding $75,000,000, (ii) the Swingline Lender’s Revolving Credit Exposure exceeding its Revolving Commitment
or (iii) the Dollar Amount of the Total Revolving Credit Exposure exceeding the aggregate Revolving Commitments; provided
that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing
limits and subject to the terms and conditions set forth herein, any Borrower may borrow, prepay and reborrow Swingline Loans. Canadian
Swingline Loans may only be made to (and may only be requested by or in respect of) a Canadian Borrower, but, for the avoidance of doubt,
a Canadian Borrower may request a Swingline Loan denominated in Dollars or euro.


 


(b)            To
request a Swingline Loan, the applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative
Agent of such request (i) by irrevocable written notice (via a written Borrowing Request signed by the applicable Borrower, or the
Company on behalf of the applicable Borrower), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan
in Dollars, (ii) by irrevocable written notice (via a written Borrowing Request signed by the applicable Borrower, or the Company
on behalf of the applicable Borrower), not later than 8:30 a.m., New York City time, on the day of a proposed Euro Swingline Loan and
(iii) by irrevocable written notice (via a written Borrowing Request signed by the applicable Borrower, or the Company on behalf
of the applicable Borrower), not later than 12:00 noon, Local Time, on the day of a proposed Canadian Swingline Loan. Each such notice
shall be irrevocable and shall specify the requested date (which shall be a Business Day), applicable currency, Type and amount of the
requested Swingline Loan and the account to which the proceeds of such Swingline Loan are to be credited. The Administrative Agent will
promptly advise the Swingline Lender of any such notice received from the Company or any other applicable Borrower. The Swingline Lender
shall make each Swingline Loan available to the applicable Borrower by means of a credit to an account of such Borrower (as designated
by such Borrower in such notice) (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided
in Section 2.06(e), by remittance to the relevant Issuing Bank) by 3:00 p.m., Local Time, on the requested date of such Swingline
Loan.


 






    	 	50	 



     


    

 


(c)            The
Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Local Time, (i) in respect
of Swingline Loans denominated in Dollars, on any Business Day, (ii) in respect of Euro Swingline Loans denominated in euro, three
(3) Business Days before the date of the proposed acquisition of participations and (iii) in respect of Canadian Swingline
Loans, three (3) Business Days before the date of the proposed acquisition of participations, require the Revolving Lenders to acquire
participations in all or a portion of the Swingline Loans outstanding in the applicable Agreed Currency of such Swingline Loans. Such
notice shall specify the aggregate amount and the applicable Agreed Currency of Swingline Loans in which Revolving Lenders will participate.
Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such
notice such Lender’s Applicable Percentage of such Swingline Loan or Loans and the applicable Agreed Currency of such Swingline
Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of notice as provided above
(and in any event, if such notice is received by 12:00 noon, Local Time, on a Business Day, no later than 5:00 p.m., Local Time, on such
Business Day and if received after 12:00 noon, Local Time, on a Business Day, no later than 10:00 a.m., Local Time, on the immediately
succeeding Business Day), to pay in the applicable Agreed Currency to the Administrative Agent, for the account of the Swingline Lender,
such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation
to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that
each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply
with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07
with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of
the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving
Lenders. The Administrative Agent shall notify the Company of any participations in any Swingline Loan acquired pursuant to this paragraph,
and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender.
Any amounts received by the Swingline Lender from the applicable Borrower (or other party on behalf of such Borrower) in respect of a
Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to
the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent
to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests
may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent,
as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve the Company or any other applicable Borrower of any default
in the payment thereof.


 


(d)            The
Swingline Lender may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced Swingline
Lender and the successor Swingline Lender. The Administrative Agent shall notify the Revolving Lenders of any such replacement of the
Swingline Lender. At the time any such replacement shall become effective, the Company shall pay all unpaid interest accrued for the
account of the replaced Swingline Lender pursuant to Section 2.13(a). From and after the effective date of any such replacement,
(i) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement
with respect to Swingline Loans made thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed
to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context
shall require. After the replacement of a Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall
continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it
prior to its replacement, but shall not be required to make additional Swingline Loans.


 






    	 	51	 



     


    

 


(e)            Subject
to the appointment and acceptance of a successor Swingline Lender, the Swingline Lender may resign as a Swingline Lender at any time
upon thirty (30) days’ prior written notice to the Administrative Agent, the Company and the Revolving Lenders, in which case,
such Swingline Lender shall be replaced in accordance with Section 2.05(d) above.


 


Section 2.06.     Letters
of Credit. (a) General. Subject to the terms and conditions set forth herein, any Borrower may request the issuance of,
and each Issuing Bank agrees to issue, Letters of Credit denominated in Agreed Currencies for its own account or for the account of any
Subsidiary, in a form reasonably acceptable to the Administrative Agent and the relevant Issuing Bank, at any time and from time to time
during the Revolving Credit Availability Period. Notwithstanding the foregoing, the letters of credit identified on Schedule 2.06
(the “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Effective
Date for all purposes of the Loan Documents. Notwithstanding anything herein to the contrary, no Issuing Bank shall have any obligation
hereunder to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank
shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit
in particular or (ii) (x) to fund any activity or business of or with any Sanctioned Person, or in any country or territory
that, at the time of such funding, is a Sanctioned Country or (y) in any manner that would result in a violation of any Sanctions
by any party to this Agreement or (iii) the issuance of such Letter of Credit would violate one or more policies of the Issuing
Bank applicable to letters of credit generally. The Company unconditionally and irrevocably agrees that, in connection with any Letter
of Credit issued for the account of any Subsidiary as provided in the first sentence of this paragraph, the Company will be fully responsible
for the reimbursement of LC Disbursements in accordance with the terms hereof, the payment of interest thereon and the payment of fees
due under Section 2.12(b) to the same extent as if it were the sole account party in respect of such Letter of Credit (the
Company hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety of the obligations of
such a Subsidiary that shall be an account party in respect of any such Letter of Credit).


 


(b)            Notice
of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment or extension
of an outstanding Letter of Credit), the applicable Borrower shall deliver (including by electronic communication, if arrangements for
doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance
of the requested date of issuance, amendment or extension, but in any event no less than three (3) Business Days unless the Administrative
Agent and such Issuing Bank shall otherwise agree) a written notice pursuant to, and in accordance with, Section 9.01 requesting
the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the date of issuance,
amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address
of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested
by an Issuing Bank, the applicable Borrower also shall submit a letter of credit application, continuing agreement and/or other similar
agreement on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other
agreement submitted by any Borrower to, or entered into by any Borrower with, the relevant Issuing Bank relating to any Letter of Credit,
the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance,
amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment or extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure
shall not exceed the sum of the total Applicable LC Sublimits of all of the Issuing Banks, (ii) subject to Sections 2.04 and
2.11(b), the Dollar Amount of the Total Revolving Credit Exposure shall not exceed the aggregate Revolving Commitments, (iii) subject
to Sections 2.04 and 2.11(b), the Dollar Amount of each Lender’s Revolving Credit Exposure shall not exceed such Lender’s
Revolving Commitment and (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the aggregate face amount of all Letters
of Credit issued and then outstanding by any Issuing Bank shall not exceed such Issuing Bank’s Applicable LC Sublimit.


 






    	 	52	 



     


    

 


(c)            Expiration
Date. Each Letter of Credit shall expire (or be subject to termination by notice from the relevant Issuing Bank to the beneficiary
thereof) at or prior to the close of business on the earlier of (i) the date two years after the date of the issuance of such Letter
of Credit (or, in the case of any extension thereof, one year after such extension) and (ii) the date that is five (5) Business
Days prior to the Revolving Credit Maturity Date; provided that any Letter of Credit may contain customary automatic extension
provisions agreed upon by the Company and the applicable Borrower and the relevant Issuing Bank pursuant to which the expiration date
of such Letter of Credit (an “Auto Extension Letter of Credit”) shall automatically be extended for consecutive periods
of up to twenty four (24) months (but, subject to the penultimate sentence of this Section 2.06(c), not to a date later than the
date set forth in clause (ii) above). Unless otherwise directed by the relevant Issuing Bank, the Company and the applicable Borrower
shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto Extension Letter of Credit
has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the relevant Issuing Bank to permit the
extension of such Letter of Credit at any time to an expiry date not later than the date set forth in clause (ii) above. Notwithstanding
the foregoing to the contrary, a Letter of Credit may expire up to one year beyond the Revolving Credit Maturity Date so long as the
applicable Borrower cash collateralizes an amount equal to 105% of the face amount of such Letter of Credit in the manner described in
Section 2.06(j) or provides a backup letter of credit in such amount and otherwise in form and substance reasonably acceptable
to the relevant Issuing Bank and the Administrative Agent in their discretion, in each case no later than thirty (30) days prior to the
Revolving Maturity Date. For the avoidance of doubt, if the Revolving Credit Maturity Date shall be extended pursuant to Section 2.25,
 “Revolving Credit Maturity Date” as referenced in this clause (c) shall refer to the Maturity Date as extended pursuant
to Section 2.25; provided that, notwithstanding anything in this Agreement (including Section 2.25 hereof) or any other
Loan Document to the contrary, the Revolving Credit Maturity Date, as such term is used in reference to the relevant Issuing Bank or
any Letter of Credit issued thereby, may not be extended without the prior written consent of such Issuing Bank.


 


(d)            Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action
on the part of the relevant Issuing Bank or the Revolving Lenders, the relevant Issuing Bank hereby grants to each Revolving Lender,
and each Revolving Lender hereby acquires from the relevant Issuing Bank, a participation in such Letter of Credit equal to such Lender’s
Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance
of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account
of the relevant Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed
by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required
to be refunded to any Borrower for any reason, including after the Revolving Credit Maturity Date. Each Revolving Lender acknowledges
and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence
and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever.


 






    	 	53	 



     


    

 


(e)            Reimbursement.
If the relevant Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse
such LC Disbursement by paying to the Administrative Agent in Dollars the Dollar Amount equal to such LC Disbursement, calculated as
of the date such Issuing Bank made such LC Disbursement (or if such Issuing Bank shall so elect in its sole discretion by notice to the
applicable Borrower, in such other Agreed Currency which was paid by such Issuing Bank pursuant to such LC Disbursement in an amount
equal to such LC Disbursement) not later than 12:00 noon, Local Time, on the date that such LC Disbursement is made, if the applicable
Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., Local Time, on such date, or, if such notice has not
been received by such Borrower prior to such time on such date, then not later than 12:00 noon, Local Time, on the Business Day immediately
following the day that such Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided
that such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or
2.05 that such payment be financed with (i) to the extent such LC Disbursement was made in Dollars, an ABR Revolving Borrowing,
Term Benchmark Revolving Borrowing or Swingline Loan in Dollars in an amount equal to such LC Disbursement or (ii) to the extent
such LC Disbursement was made in a Foreign Currency, a Term Benchmark Revolving Borrowing or an RFR Revolving Borrowing in such Foreign
Currency in an amount equal to such LC Disbursement and, in each case, to the extent so financed, such Borrower’s obligation to
make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing, Term Benchmark Revolving Borrowing, RFR
Revolving Borrowing or Swingline Loan, as applicable. If any Borrower fails to make such payment when due, the Administrative Agent shall
notify each Revolving Lender of the applicable LC Disbursement, the payment then due from such Borrower in respect thereof and such Lender’s
Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent
its Applicable Percentage of the payment then due from the applicable Borrower, in the same manner as provided in Section 2.07 with
respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving
Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Revolving
Lenders. Promptly following receipt by the Administrative Agent of any payment from any Borrower pursuant to this paragraph, the Administrative
Agent shall distribute such payment to such Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this
paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made
by a Revolving Lender pursuant to this paragraph to reimburse the relevant Issuing Bank for any LC Disbursement (other than the funding
of Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower
of its obligation to reimburse such LC Disbursement. If any Borrower’s reimbursement of, or obligation to reimburse, any amounts
in any Foreign Currency would subject the Administrative Agent, any Issuing Bank or any Lender to any stamp duty, ad valorem charge or
similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, such Borrower shall, at its
option, either (x) pay the amount of any such tax requested by the Administrative Agent, the relevant Issuing Bank or the relevant
Lender or (y) reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Dollar Amount thereof
calculated on the date such LC Disbursement is made.


 






    	 	54	 



     


    

 


(f)            Obligations
Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any
and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this
Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of Credit proving
to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) any
payment by the relevant Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing,
that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
any Borrower’s obligations hereunder, or (v) any adverse change in the relevant exchange rates or in the availability of the
relevant Foreign Currency to the Company or any Subsidiary or in the relevant currency markets generally. Neither the Administrative
Agent, the Revolving Lenders nor the Issuing Banks, nor any of their Related Parties, shall have any liability or responsibility by reason
of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective
of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from
causes beyond the control of the relevant Issuing Bank; provided that the foregoing shall not be construed to excuse the relevant
Issuing Bank from liability to a Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive
damages, claims in respect of which are hereby waived by each Borrower to the extent permitted by applicable law) suffered by such Borrower
that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under
a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful
misconduct on the part of any Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed
to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties
agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter
of Credit, each Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for
further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents
if such documents are not in strict compliance with the terms of such Letter of Credit.


 


(g)            Disbursement
Procedures. Each Issuing Bank for any Letter of Credit shall, within the time allowed by applicable law or the specific terms of
the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter
of Credit. Such Issuing Bank shall promptly after such examination notify the Administrative Agent and the applicable Borrower by telephone
(confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder;
provided that any failure to give or delay in giving such notice shall not relieve such Borrower of its obligation to reimburse such
Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.


 


(h)            Interim
Interest. If any Issuing Bank for any Letter of Credit shall make any LC Disbursement, then, unless the applicable Borrower shall
reimburse such LC Disbursement in full in the applicable currency on the date such LC Disbursement is made, the unpaid amount thereof
shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that such Borrower
reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans (or in the case such LC Disbursement is
denominated in a Foreign Currency, at the Overnight Rate for such Agreed Currency plus the then effective Applicable Rate with respect
to Term Benchmark Revolving Loans); provided that, if such Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph
(e) of this Section, then Section 2.13(e) shall apply. Interest accrued pursuant to this paragraph shall be for the account
of the relevant Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph
(e) of this Section to reimburse such Issuing Bank for such LC Disbursement shall be for the account of such Lender to the
extent of such payment.


 






    	 	55	 



     


    

 


 



 


(i)            Replacement
and Resignation of Issuing Bank. (A) Any Issuing Bank may be replaced at any time by written agreement among the applicable
Borrower, the Administrative Agent, the successor Issuing Bank and, unless the replaced Issuing Bank is a Defaulting Lender that is not
responsive to a request for such written agreement after reasonable notice, the replaced Issuing Bank. The Administrative Agent shall
notify the Revolving Lenders of any such replacement of any Issuing Bank. At the time any such replacement shall become effective, the
Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after
the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing
Bank under this Agreement with respect to Letters of Credit to be issued by such successor Issuing Bank thereafter and (ii) references
herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such
successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced
Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement
with respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional
Letters of Credit or extend or otherwise amend any existing Letter of Credit.


 


(B) Subject to the appointment
and acceptance of a successor Issuing Bank, an Issuing Bank may resign as an Issuing Bank at any time upon thirty days’ prior written
notice to the Administrative Agent, the Company and the Revolving Lenders, in which case, such resigning Issuing Bank shall be replaced
in accordance with Section 2.06(i)(A) above.


 


(j)            Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that any Borrower receives notice from
the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure
representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, such Borrower
shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving
Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the Dollar Amount of the LC Exposure for
such Borrower as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount
attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that such Borrower is not late in
reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements
and (ii) the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately
due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower
described in clause (h) or (i) of Article VII. For the purposes of this paragraph, the Dollar Amount of the
Foreign Currency LC Exposure shall be calculated on the date notice demanding cash collateralization is delivered to the applicable Borrower.
Each Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such
deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations. In addition, and
without limiting the foregoing or Section 2.06(c), if any LC Exposure remains outstanding after the expiration date specified in
Section 2.06(c), the applicable Borrower shall immediately deposit into the LC Collateral Account an amount in cash equal to 105%
of such LC Exposure as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment
of such deposits, which investments shall be made at the option of the Company with the consent of the Administrative Agent in its reasonable
discretion and at such Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in any such account shall be applied by the Administrative Agent to reimburse the
relevant Issuing Bank for LC Disbursements for which it has not been reimbursed, together with related fees, costs and customary processing
charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower
for the LC Exposure for such Borrower at such time or, if the maturity of the Loans has been accelerated (but subject to the consent
of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations.
If any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such
amount (to the extent not applied as aforesaid) shall be returned to such Borrower within three (3) Business Days after all Events
of Default have been cured or waived. If the Company is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b),
such amount (to the extent not applied as aforesaid) shall be returned to the Company as and to the extent that, after giving effect
to such return, the aggregate Revolving Credit Exposures would not exceed the aggregate Revolving Commitments and no Event of Default
shall have occurred and be continuing.


 






    	 	56	 



     


    




 


(k)           Issuing
Bank Agreements. Each Issuing Bank agrees that, unless otherwise requested by the Administrative Agent, such Issuing Bank shall report
in writing to the Administrative Agent (i) on or prior to each Business Day on which such Issuing Bank expects to issue, amend or
extend any Letter of Credit, the date of such issuance, amendment or extension, and the aggregate face amount and currency of the Letters
of Credit to be issued, amended or extended by it and outstanding after giving effect to such issuance, amendment or extension occurred
(and whether the amount thereof changed), (ii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date
of such LC Disbursement and the amount and currency of such LC Disbursement, (iii) on any Business Day on which any Borrower fails
to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount and
currency of such LC Disbursement and (iv) on any other Business Day, such other information as the Administrative Agent shall reasonably
request.


 


(l)            LC
Exposure Determination. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the
amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms
or the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic increases in the available amount
thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to
all such increases, whether or not such maximum amount is available to be drawn at such time.


 


Section 2.07.     Funding
of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof (which shall be
the Term Loan Funding Date in the case of the Term Loans) solely by wire transfer of immediately available funds (i) in the case
of Revolving Loans denominated in Dollars, by 2:30 p.m., New York City time, to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders, (ii) in the case of each Revolving Loan denominated in a Foreign Currency,
by 12:00 noon, Local Time, in the city of the Administrative Agent’s Applicable Payment Office for such currency and at such Applicable
Payment Office for such currency, (iii) in the case of Term Loans, as provided in Section 2.01(b) and (iv) in the
case of Swingline Loans, as provided in Section 2.05. The Administrative Agent will make such Loans available to the relevant Borrower
by promptly crediting the amounts so received, in like funds, to an account of such Borrower designated by such Borrower in the
applicable Borrowing Request; provided that Revolving Loans made to finance the reimbursement of an LC Disbursement as provided
in Section 2.06(e) shall be remitted by the Administrative Agent to the relevant Issuing Bank.


 






    	 	57	 



     


    

 


(b)           Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing (or in the case of an ABR
Borrowing, prior to 2:30 p.m., New York City time, on the date of such Borrowing) that such Lender will not make available to the Administrative
Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available
to the relevant Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing
available to the Administrative Agent, then the applicable Lender and such Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available
to such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater
of the applicable Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation or (ii)  in the case of such Borrower, the interest rate applicable to ABR Loans, in the case of Foreign
Currencies, in accordance with such market practice, in each case, as applicable. If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.


 


Section 2.08.     Interest
Elections. (a) Subject to the provisions of this Section 2.08 and of Sections 2.02(b), 2.13 and 2.14, (i) Loans may
be made or maintained only as ABR Loans, Term Benchmark Loans or RFR Loans and (ii) Swingline Loans may be made or maintained only
as (x) an ABR Loan in the case of a Swingline Loan denominated in Dollars, (y) an ESTR Loan in the case of an Euro Swingline
Loan or (z) a Canadian Base Rate Loan in the case of a Canadian Swingline Loan.


 


(b)           Each
Borrowing initially shall be of the Type and Agreed Currency specified in the applicable Borrowing Request and, in the case of a Term
Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the relevant Borrower
may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term Benchmark Borrowing,
may elect Interest Periods therefor, all as provided in this Section. A Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising
such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply
to Swingline Borrowings, which may not be converted or continued.


 


(c)          To
make an election pursuant to this Section, a Borrower, or the Company on its behalf, shall notify the Administrative Agent of such election
(by irrevocable written notice in the case of a Borrowing denominated in Dollars or by irrevocable written notice (via an Interest Election
Request signed by such Borrower, or the Company on its behalf) in the case of a Borrowing denominated in a Foreign Currency) by the time
that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Borrowing of the Type resulting
from such election to be made on the effective date of such election. Notwithstanding any contrary provision herein, this Section shall
not be construed to permit any Borrower to (i) change the currency of any Borrowing, (ii) elect an Interest Period for Term
Benchmark Loans that does not comply with Section 2.02(d) or (iii) convert any Borrowing to a Borrowing of a Type not
available under the Class of Commitments pursuant to which such Borrowing was made.


 






    	 	58	 



     


    

 


(d)           Each
Interest Election Request shall specify the following information in compliance with Section 2.02:


 


(i)            the
name of the applicable Borrower, the Agreed Currency and principal amount of the Borrowing to which such Interest Election Request applies
and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each
resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified
for each resulting Borrowing);


 


(ii)           the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)          whether
the resulting Borrowing is to be an ABR Borrowing (in the case of Borrowings denominated in Dollars), a Term Benchmark Borrowing or an
RFR Borrowing; and


 


(iv)          if
the resulting Borrowing is a Term Benchmark Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which Interest Period shall be a period contemplated by the definition of the term “Interest Period”.


 


If
any such Interest Election Request requests a Term Benchmark Borrowing but does not specify an Interest Period, then the applicable Borrower
shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified with respect to
any requested Borrowing, then the applicable Borrower (or, as applicable, the Company) shall be deemed to have selected Dollars. If no
election as to the Type of Borrowing is specified, then the requested Borrowing shall be (A) in the case of a Borrowing denominated
in Dollars, an ABR Borrowing, (B) in the case of a Borrowing denominated in Canadian Dollars, a Term Benchmark Borrowing bearing
interest at the CDOR Rate, (C) in the case of a Borrowing denominated in euros, a Term Benchmark Borrowing bearing interest at the
Adjusted EURIBO Rate, (D) in the case of a Borrowing denominated in Swiss Francs or Pounds Sterling, the appropriate Type of RFR
Borrowing, and (E) in the case of a Borrowing denominated in Japanese Yen, a Term Benchmark Borrowing bearing interest at the Adjusted
TIBO Rate.


 


(e)           Promptly
following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such
Lender’s portion of each resulting Borrowing.


 


(f)            If
the relevant Borrower fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing denominated in Dollars
prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such
Interest Period such Borrowing shall be deemed to have an Interest Period that is one (1) month. If the applicable Borrower fails
to deliver a timely and complete Interest Election Request with respect to a Term Benchmark Borrowing denominated in a Foreign Currency
prior to the end of the Interest Period therefor, then, unless such Term Benchmark Borrowing is repaid as provided herein, such Borrower
shall be deemed to have selected that such Term Benchmark Borrowing shall automatically be continued as a Term Benchmark Borrowing in
its original Agreed Currency with an Interest Period of one month at the end of such Interest Period. Notwithstanding any contrary provision
hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so
notifies the Company, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued
as a Term Benchmark Borrowing and (ii) unless repaid, (x) each Term Benchmark Borrowing and each RFR Borrowing, in each case
denominated in Dollars shall be converted to an ABR Borrowing (in the case of a Term Benchmark Borrowing) at the end of the Interest
Period applicable thereto or (in the case of an RFR Borrowing) on the next Interest Payment Date in respect thereof, (y) each Term
Benchmark Borrowing denominated in Canadian Dollars shall be converted to a Loan that bears interest at the Canadian Prime Rate plus
the Applicable Rate for Canadian Base Rate Borrowings at the end of the Interest Period applicable thereto and (z) each Term
Benchmark Borrowing and each RFR Borrowing, in each case denominated in a Foreign Currency other than Canadian Dollars shall bear interest
at the Central Bank Rate for the applicable Agreed Currency plus the CBR Spread; provided that, if the Administrative Agent
determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable
Agreed Currency cannot be determined, any outstanding affected Term Benchmark Loans or RFR Loans denominated in any Foreign Currency
shall either be (A) converted to an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Amount of such Foreign
Currency) at the end of the Interest Period, as applicable, therefor or (B) prepaid at the end of the applicable Interest Period,
as applicable, in full; provided that, if no election is made by the applicable Borrower by the earlier of (x) the date that
is three (3) Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period
for the applicable Term Benchmark Loan, such Borrower shall be deemed to have elected clause (A) above.


 






    	 	59	 



     


    

 


Section 2.09.     Termination
and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate upon the
end of the Term Loan Availability Period and (ii) the Revolving Commitments shall terminate on the Revolving Credit Maturity Date.


 


(b)            The
Company may at any time terminate, or from time to time reduce, the Revolving Commitments and/or the Term Loan Commitments; provided
that (i) each reduction of the Revolving Commitments, the Term Loan Commitments shall be in an amount that is an integral multiple
of $1,000,000 and not less than $5,000,000 and (ii) the Company shall not terminate or reduce the Revolving Commitments if, after
giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (A) the Dollar Amount of any Lender’s
Revolving Credit Exposure would exceed its Revolving Commitment or (B) the Dollar Amount of the Total Revolving Credit Exposure
would exceed the aggregate Revolving Commitments.


 


(c)            The
Company shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments or the Term Loan Commitments
under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination
or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Company pursuant to this
Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments or the Term Loan Commitments
delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other
events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior
to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments or the
Term Loan Commitments shall be permanent. Each reduction of the Revolving Commitments or the Term Loan Commitments shall be made ratably
among the applicable Lenders in accordance with their respective Revolving Commitments or Term Loan Commitments, as applicable.


 






    	 	60	 



     


    

 


Section 2.10.     Repayment
and Amortization of Loans; Evidence of Debt.


 


(a)            Repayment
and Amortization of Loans.


 


(i)            Each
Borrower hereby unconditionally promises to pay to the Administrative Agent (A) for the account of each Revolving Lender the
then unpaid principal amount of each Revolving Loan made to such Borrower on the Maturity Date in the currency of such Loan, (B) for
the account of each Term Lender the principal amount of each Term Loan of such Term Lender on such dates and in such amounts as provided
in Section 2.10(a)(ii) and (C) to the Swingline Lender the then unpaid principal amount of each Swingline Loan made to
such Borrower on the earlier of the Maturity Date and the fifth (5th) Business Day (or such longer period as the Swingline
Lender may agree in its sole discretion) after such Swingline Loan is made; provided that on each date that a Revolving Borrowing
is made in any Agreed Currency, the Company shall repay all Swingline Loans then outstanding in the same Agreed Currency and the proceeds
of any such Borrowing shall be applied by the Administrative Agent to repay any such Swingline Loans outstanding in the same Agreed Currency.


 


(ii)           The
Company shall repay Term Loans in installments as follows (each such day referred to in the immediately succeeding clauses (x) and
(y), a “Term Loan Installment Date”): (x) on the last day of the first full calendar quarter ending following
the Term Loan Funding Date and on the last day of each of the eleven calendar quarters ending immediately after such first calendar quarter,
1.25% of the aggregate principal amount of the Term Loans actually funded on the Term Loan Funding Date (such amount, the “Term
Loan Funded Amount”); and (y) on the last day of the thirteenth calendar quarter ending following the Term Loan Funding
Date and on the last day of each calendar quarter ending after such thirteenth calendar quarter, 1.875% of the Term Loan Funded Amount
(in each of the foregoing cases, as adjusted from time to time pursuant to Section 2.11(a)). To the extent not previously
repaid, all unpaid Term Loans shall be paid in full in Dollars by the Company on the Term Loan Maturity Date.


 


(b)           Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender
from time to time hereunder.


 


(c)           The
Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed
Currency and Type thereof and the 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) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof.


 


(d)          The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima
facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the Obligations (including
without limitation, the obligation of any Borrower to repay the Loans in accordance with the terms of this Agreement.


 






    	 	61	 



     


    

 


(e)           Any
Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the relevant Borrower shall
prepare, execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in the form attached
hereto as Exhibit I-1 or Exhibit I-2, as applicable. Thereafter, unless otherwise agreed to by the applicable
Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04)
be represented by one or more promissory notes in such form.


 


Section 2.11.     Prepayment
of Loans.


 


(a)           Any
Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty
(but subject to break funding payments required by Section 2.16) subject to prior notice in accordance with the provisions of this
Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent
(and, in the case of prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment hereunder (i) (x) in
the case of prepayment of a Term Benchmark Borrowing denominated in Dollars, euro, Japanese Yen or Canadian Dollars, not later than 12:00
noon, New York City time, three (3) Business Days before the date of prepayment and (y) in the case of prepayment of an RFR
Borrowing denominated in Pounds Sterling or Swiss Francs, not later than 12:00 noon, New York City time, five (5) RFR Business Days
before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Local
Time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time,
on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each
Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional
notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such
notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing,
the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount
that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of
a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, each voluntary prepayment
of a Term Loan Borrowing shall be applied ratably to the Term Loans as directed by the Company. Prepayments shall be accompanied by (i) accrued
interest to the extent required by Section 2.13 and (ii) break funding payments to the extent required pursuant to Section 2.16.


 


(b)           If
(i) at any time, other than as a result of fluctuations in currency exchange rates, the aggregate principal Dollar Amount of the
Total Revolving Credit Exposure (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent
Computation Date with respect to each such Credit Event) exceeds the aggregate Revolving Commitments or (ii) at any time determined
pursuant to Section 2.04, solely as a result of fluctuations in currency exchange rates, the aggregate principal Dollar Amount of
the Total Revolving Credit Exposure (so calculated) exceeds 105% of the aggregate Revolving Commitments, the Company shall in each case
immediately repay Revolving Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j),
as applicable, in an aggregate principal amount sufficient to cause the aggregate Dollar Amount of the Total Revolving Credit Exposure
(so calculated) to be less than or equal to the aggregate Revolving Commitments.


 






    	 	62	 



     


    

 


Section 2.12.     Fees.
(a) The Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee, which shall accrue
at the Applicable Rate in respect of the Facility Fee Rate on the daily amount of the Revolving Commitment of such Lender (whether used
or unused) during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates;
provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then
such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the
date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit
Exposure. Facility fees accrued through and including the last day of March, June, September and December of each year shall
be payable in arrears on the fifteenth (15th) day following such last day and on the date on which the Revolving Commitments
terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the
date on which the Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed (including the first day and the last day of each quarterly
period referred to above but excluding the later of (i) the date on which the Revolving Commitments terminate and (ii) with
respect to each Lender, if such Lender’s Revolving Commitments have terminated but such Lender retains Revolving Credit Exposure,
the date on which such Lender ceases to have any Revolving Credit Exposure).


 


(b)          The
Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect
to its participations in Standby Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate
applicable to Term Benchmark Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure in respect of Standby
Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements in respect of Standby Letters of Credit)
during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s
Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure in respect of Standby Letters of Credit,
(ii) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations
in Commercial Letters of Credit, which shall accrue at the Applicable Rate applicable to Commercial Letters of Credit on the average
daily Dollar Amount of such Lender’s LC Exposure in respect of Commercial Letters of Credit (excluding any portion thereof attributable
to unreimbursed LC Disbursements in respect of Commercial Letters of Credit) during the period from and including the Effective Date
to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such
Lender ceases to have any LC Exposure in respect of Commercial Letters of Credit and (iii) to the relevant Issuing Bank for its
own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily Dollar Amount of the LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing
Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments
and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect
to the issuance, amendment, cancellation, negotiation, transfer, presentment or extension of any Letter of Credit or processing of drawings
thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March,
June, September and December of each year shall be payable on the fifteenth (15th) day following such last day,
commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date
on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall
be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days
after demand (or such later time specified in any invoice delivered to the Company with respect thereto or otherwise agreed to by the
relevant Issuing Bank). All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting
fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect
of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency.


 






    	 	63	 



     


    

 


(c)           The
Company agrees to pay to the Administrative Agent for the account of each Term Lender, a ticking fee, which shall accrue at the Applicable
Rate in respect of the Ticking Fee Rate on the amount of such Term Lender’s Term Loan Commitment (as such amount shall be adjusted
to give effect to any voluntary reductions of the Term Loan Commitments in accordance with the terms of Section 2.09(c)), which
ticking fee shall accrue during the period commencing on the date that is 61 days after the Effective Date and ending on the earlier
of (i) the Term Loan Funding Date and (ii) the date of the termination the Term Loan Commitments. Ticking fees payable in respect
of the Term Loan Commitments accrued through and including the last day of March, June, September and December of each year
shall be payable in arrears on the fifteenth (15th) day following such last day and on the earlier of (i) the Term Loan
Funding Date and (ii) the date of the termination the Term Loan Commitments. All ticking fees payable under this Section 2.12(c) shall
be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day
but excluding the last day).


 


(d)           The
Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed
upon between the Company and the Administrative Agent from time to time.


 


(e)            All
fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12)
and immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution,
in the case of facility fees, participation fees and ticking fees, to the applicable Lenders. Fees paid shall not be refundable under
any circumstances (except, in the case of demonstrable error in the calculation of such fees, the excess of the fees paid in respect
of such erroneous calculation over the correctly calculated amount of such fees). Notwithstanding anything to the contrary herein or
in any other Loan Document, each Foreign Subsidiary Borrower shall severally and not jointly pay fees owed by it pursuant to this Section 2.12
and no Foreign Subsidiary Borrower shall be responsible for any other Borrower’s failure to pay any fees due hereunder.


 


Section 2.13.     Interest.
(a) (i) The Loans comprising each ABR Borrowing (including each Swingline Loan denominated in Dollars) shall bear interest
at the Alternate Base Rate plus the Applicable Rate for ABR Revolving Loans. (ii) Each Euro Swingline Loan shall bear interest
at Daily Simple ESTR plus the Applicable Rate for RFR Revolving Loans (iii) Each Canadian Swingline Loan shall bear interest
at the Canadian Prime Rate plus the Applicable Rate for Canadian Base Rate Borrowings.


 


(b)           [Intentionally
Omitted].


 


(c)           The
Loans comprising each Term Benchmark Borrowing shall bear interest at the Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, the Adjusted
TIBO Rate or the CDOR Rate, as applicable, for the Interest Period in effect for such Borrowing plus the Applicable Rate for Term
Benchmark Revolving Loans.


 


(d)           Each
RFR Loan shall bear interest at a rate per annum equal to the applicable Adjusted Daily Simple RFR plus the Applicable Rate.


 






    	 	64	 



     


    

 


(e)           Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder is not paid when
due (after the expiration of any applicable grace period set forth in Article VII), whether at stated maturity, upon acceleration
or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the
case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs
of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of
this Section.


 


(f)            Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (e) of this Section shall
be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving
Loan prior to the end of the Revolving Credit Availability Period), accrued interest on the principal amount repaid or prepaid shall
be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Term Benchmark Loan prior
to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.


 


(g)           All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Daily Simple
RFR with respect to Pounds Sterling, the TIBO Rate, the CDOR Rate or the Alternate Base Rate at times when the Alternate Base Rate is
based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year). In each case interest shall
be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any
Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination.
The applicable Alternate Base Rate, Adjusted Term SOFR Rate, Term SOFR Rate, Adjusted EURIBO Rate, EURIBO Rate, Adjusted TIBO Rate, TIBO
Rate, CDOR Rate, Adjusted Daily Simple RFR or Daily Simple RFR shall be determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error.


 


(h)           For
the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or
in connection herewith by a Canadian Borrower is to be calculated on the basis of a 360-, 365- or 366-day year, the yearly rate of interest
to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar
year in which the same is to be ascertained and divided by 360, 365 or 366, as applicable. The rates of interest under this Agreement
are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest
calculation under this Agreement.


 


(i)            If
any provision of this Agreement would oblige a Canadian Borrower to make any payment of interest or other amount payable to any Secured
Party in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Secured Party of “interest”
at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision,
such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case
may be, as would not be so prohibited by applicable law or so result in a receipt by that Secured Party of “interest” at
a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:


 


(i)            first,
by reducing the amount or rate of interest; and


 






    	 	65	 



     


    

 


(ii)            thereafter,
by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid which would constitute interest for
purposes of section 347 of the Criminal Code (Canada).


 


(j)           With
respect to any Swiss Borrower, (i) the interest rates provided for in this Agreement, including this Section 2.13 are minimum
interest rates, (ii) when entering into this Agreement, the parties have assumed that the interest payable at the rates set out
in this Section or in other Sections of this Agreement is not and will not become subject to the Swiss Federal Withholding Tax,
(iii) notwithstanding that the parties do not anticipate that any payment of interest will be subject to the Swiss Federal Withholding
Tax, they agree that, in the event that the Swiss Federal Withholding Tax should be imposed on interest payments, the payment of interest
due by any Swiss Borrower shall, in line with and subject to Section 2.17 including the limitations therein, be increased to an
amount which (after making any deduction of the Non-Refundable Portion (as defined below) of the Swiss Federal Withholding Tax) results
in a payment to each Lender entitled to such payment of an amount equal to the payment which would have been due had no deduction of
Swiss Federal Withholding Tax been required, (iv) for this purpose, the Swiss Federal Withholding Tax shall be calculated on the
full grossed-up interest amount. For the purposes of this Section, “Non-Refundable Portion” shall mean Swiss Federal Withholding
Tax at the standard rate (being, as at the date hereof, 35%) unless a tax ruling issued by the Swiss Federal Tax Administration (SFTA)
confirms that, in relation to a specific Lender based on an applicable double tax treaty, the Non-Refundable Portion is a specified lower
rate in which case such lower rate shall be applied in relation to such Lender and (v) each Swiss Borrower shall provide to the
Administrative Agent the documents required by law or applicable double taxation treaties for the Lenders to claim a refund of any Swiss
Federal Withholding Tax so deducted.


 


(k)           Notwithstanding
anything to the contrary herein or in any other Loan Document, each Foreign Subsidiary Borrower shall severally and not jointly pay interest
on any Loans outstanding to it and no Foreign Subsidiary Borrower shall be responsible for any other Borrower’s failure to pay
any interest due hereunder.


 


(l)            Interest
in respect of Loans denominated in Dollars shall be paid in Dollars, and interest in respect of Loans denominated in a Foreign Currency
shall be paid in such Foreign Currency.


 


Section 2.14.     Alternate
Rate of Interest.


 


(a)           Subject
to clauses (b), (c), (d), (e) and (f) of this Section 2.14, if:


 


(i)            the
Administrative Agent reasonably determines (which determination shall be conclusive and binding absent manifest error) (A) prior
to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining
the Adjusted Term SOFR Rate, the Term SOFR Rate, the Adjusted EURIBO Rate, the EURIBO Rate, the Adjusted TIBO Rate, the TIBO Rate or
the CDOR Rate (including because the Relevant Screen Rate is not available or published on a current basis) for the applicable currency
and such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted
Daily Simple RFR, Daily Simple RFR or RFR for the applicable Agreed Currency; or


 






    	 	66	 



     


    

 


(ii)           the
Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term Benchmark
Borrowing, the Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, the Adjusted TIBO Rate or the CDOR Rate for the applicable Agreed Currency
and such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included
in such Borrowing for the applicable Agreed Currency and such Interest Period or (B) at any time, the applicable Adjusted Daily
Simple RFR for the applicable Agreed Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining
their Loans included in such Borrowing for the applicable Agreed Currency;


 


then
the Administrative Agent shall give notice thereof to the applicable Borrower and the Lenders by telephone, telecopy or electronic mail
as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the applicable Borrower and the Lenders that
the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the applicable Borrower
delivers a new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with
the terms of Section 2.03, (A) for Loans denominated in Dollars, any Interest Election Request that requests the conversion
of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark
Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (x) an RFR Borrowing
denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not also the subject of Section 2.14(a)(i) or
(ii) above or (y) an ABR Borrowing if the Adjusted Daily Simple RFR for Dollar Borrowings also is the subject of Section 2.14(a)(i) or
(ii) above, (B) for Loans denominated in Canadian Dollars, any Interest Election Request that requests the conversion of any
Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark
Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for a Loan that bears interest
at the Canadian Prime Rate plus the Applicable Rate for Canadian Base Rate Borrowings and (C) for Loans denominated in a
Foreign Currency other than Canadian Dollars, any Interest Election Request that requests the conversion of any Borrowing to, or continuation
of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing or an RFR Borrowing,
in each case, for the relevant Benchmark, shall be ineffective; provided that if the circumstances giving rise to such notice affect
only one Type of Borrowing, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan or RFR Loan
in any Agreed Currency is outstanding on the date of the applicable Borrower’s receipt of the notice from the Administrative Agent
referred to in this Section 2.14(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then
until (x) the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer
exist with respect to the relevant Benchmark and (y) the applicable Borrower delivers a new Interest Election Request in accordance
with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, (A) for Loans
denominated in Dollars, any Term Benchmark 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), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing
denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not also the subject of Section 2.14(a)(i) or
(ii) above or (y) an ABR Loan if the Adjusted Daily Simple RFR for Dollar Borrowings also is the subject of Section 2.14(a)(i) or
(ii) above, on such day, (B) for Term Benchmark Loans denominated in Canadian Dollars, on the last day of the Interest Period
applicable to such Term Benchmark Loan (or the next succeeding Business Day if such day is not a Business Day) such Term Benchmark Loan
shall be converted by the Administrative Agent to, and shall constitute, a Loan that bears interest at the Canadian Prime Rate plus
the Applicable Rate for Canadian Base Rate Borrowings and (C) for Loans denominated in a Foreign Currency other than Canadian
Dollars, (1) any Term Benchmark 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) bear interest at the Central Bank Rate for the applicable Foreign Currency plus the CBR
Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest
error) that the Central Bank Rate for the applicable Foreign Currency cannot be determined, any outstanding affected Term Benchmark Loans
denominated in such Foreign Currency shall, at the applicable Borrower’s election prior to such day: (A) be prepaid by the
applicable Borrower on such day or (B) solely for the purpose of calculating the interest rate applicable to such Term Benchmark
Loan, such Term Benchmark Loan denominated in such Foreign Currency shall be deemed to be a Term Benchmark Loan denominated in Dollars
and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time and (2) any
RFR Loan shall bear interest at the Central Bank Rate for the applicable Foreign Currency plus the CBR Spread; provided that,
if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank
Rate for the applicable Foreign Currency cannot be determined, any outstanding affected RFR Loans denominated in any Foreign Currency,
at the applicable Borrower’s election, shall either (A) be converted into ABR Loans denominated in Dollars (in an amount equal
to the Dollar Amount of such Foreign Currency) immediately or (B) be prepaid in full immediately.


 






    	 	67	 



     


    

 


(b)           Notwithstanding
anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark
Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” with respect to
Dollars 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 (2) of the definition of “Benchmark Replacement” with respect to any Agreed Currency for such
Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document
in respect of any Benchmark setting at or after 5:00 p.m., New York City time, on the fifth (5th) Business Day after the date notice
of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to,
this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection
to such Benchmark Replacement from Lenders comprising the Required Lenders.


 


(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 Company and the Lenders of (i) any occurrence of a Benchmark Transition Event, (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 (e) 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 2.14, 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 2.14.


 






    	 	68	 



     


    

 


(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 the Term SOFR Rate, the EURIBO Rate, the TIBO Rate or
the CDOR 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 Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the applicable Borrower may revoke any
request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted
or continued during any Benchmark Unavailability Period and, failing that, either (x) the applicable Borrower will be deemed to
have converted any request for a Term Benchmark Borrowing denominated in Dollars into a request for a Borrowing of or conversion to (A) an
RFR Borrowing denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not the subject of a Benchmark
Transition Event or (B) an ABR Borrowing if the Adjusted Daily Simple RFR for Dollar Borrowings is the subject of a Benchmark Transition
Event, (y) the applicable Borrower will be deemed to have converted any request for a Term Benchmark Borrowing denominated in Canadian
Dollars into a request for a Borrowing of a Loan that bears interest at the Canadian Prime Rate plus the Applicable Rate for Canadian
Base Rate Borrowings or (z) any Term Benchmark Borrowing or an RFR Borrowing denominated in a Foreign Currency other than Canadian
Dollars 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, (x) the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable,
will not be used in any determination of ABR and (y) the component of the Canadian Prime Rate based upon the then-current Benchmark
or such tenor for such Benchmark, as applicable, will not be used in any determination of the Canadian Prime Rate. Furthermore, if any
Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Company’s receipt of notice of the commencement
of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such
time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this ‎Section 2.14, (A) for Loans denominated
in Dollars any Term Benchmark 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), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing
denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not the subject of a Benchmark Transition Event
or (y) an ABR Loan if the Adjusted Daily Simple RFR for Dollar Borrowings is the subject of a Benchmark Transition Event, on such
day, (B) for Loans denominated in Canadian Dollars, on the last day of the Interest Period applicable to such Term Benchmark Loan
(or the next succeeding Business Day if such day is not a Business Day) such Term Benchmark Loan shall be converted by the Administrative
Agent to, and shall constitute, a Loan that bears interest at the Canadian Prime Rate plus the Applicable Rate for Canadian Base Rate
Borrowings and (C) for Loans denominated in a Foreign Currency other than Canadian Dollars, (1) any Term Benchmark 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)
bear interest at the Central Bank Rate for the applicable Foreign Currency plus the CBR Spread; provided that, if the Administrative
Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable
Foreign Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Foreign Currency shall, at the
applicable Borrower’s election prior to such day: (A) be prepaid by such Borrower on such day or (B) solely for the purpose
of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Foreign Currency
shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to
Term Benchmark Loans denominated in Dollars at such time and (2) any RFR Loan shall bear interest at the Central Bank Rate for the
applicable Foreign Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall
be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Foreign Currency cannot be determined,
any outstanding affected RFR Loans denominated in any Foreign Currency, at the applicable Borrower’s election, shall either (A) be
converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Amount of such Foreign Currency) immediately or (B) be
prepaid in full immediately.


 






    	 	69	 



     


    

 


Section 2.15.     Increased
Costs. (a) If any Change in Law shall:


 


(i)            impose,
modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement,
insurance charge or other similar assessments) against assets of, deposits with or for the account of, or credit extended by, any Lender
(except any such reserve requirement reflected in the Adjusted Term SOFR Rate, the Adjusted EURIBO Rate or the Adjusted TIBO Rate, as
applicable) or any Issuing Bank;


 


(ii)           impose
on any Lender or any Issuing Bank or the London or other applicable offshore interbank market for the applicable Agreed Currency any
other condition, cost or expense (other than Taxes or UK Taxes) affecting this Agreement or Loans made by such Lender or any Letter of
Credit or participation therein; or


 


(iii)          subject
any Recipient to any Taxes or UK Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of
the definition of Excluded Taxes, (C) Connection Income Taxes and (D) UK Taxes (i) consisting of a Tax Deduction required
by law to be made by a Borrower or (ii) compensated for by Section 2.17A or that would have been compensated for by Section 2.17A
but was not compensated for because one of the exclusions in Section 2.17A applied) on its loans, loan principal, letters of credit,
commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;


 


and the result of any of the foregoing shall
be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any Loan or of maintaining
its obligation to make any such Loan or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating
in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuing
Bank or such other Recipient hereunder, whether of principal, interest or otherwise, then the applicable Borrower will pay to such Lender,
such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such
Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered as reasonably determined
by such Lender or such Issuing Bank (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and
consistent with similarly situated customers of the applicable Lender or the applicable Issuing Bank under agreements having provisions
similar to this Section 2.15 after consideration of such factors as such Lender or such Issuing Bank then reasonably determines
to be relevant).


 






    	 	70	 



     


    

 


(b)           If
any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect
of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or
such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of or the Loans made by, or participations
in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below
that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but
for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such
Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the
applicable Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate
such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered
as reasonably determined by such Lender or such Issuing Bank (which determination shall be made in good faith (and not on an arbitrary
or capricious basis) and consistent with similarly situated customers of the applicable Lender or the applicable Issuing Bank under agreements
having provisions similar to this Section 2.15 after consideration of such factors as such Lender or such Issuing Bank then reasonably
determines to be relevant).


 


(c)           A
certificate of a Lender or an Issuing Bank setting forth, in reasonable detail, the basis and calculation of the amount or amounts necessary
to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or
(b) of this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay,
or cause the other Borrowers to pay, such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate
within thirty (30) days after receipt thereof.


 


(d)           Failure
or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Company shall not be
required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more
than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Company of the Change in
Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation
therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the
180-day period referred to above shall be extended to include the period of retroactive effect thereof.


 


Section 2.16.     Break
Funding Payments.


 


(a)           With
respect to Term Benchmark Loans, in the event of (i) the payment of any principal of any Term Benchmark Loan other than on the last
day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant
to Section 2.11), (ii) the conversion of any Term Benchmark Loan other than on the last day of the Interest Period applicable
thereto, (iii) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(a) and is revoked in accordance therewith),
(iv) the assignment of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result
of a request by the Company pursuant to Section 2.19 or 9.02(d) or (v) the failure by any Borrower to make any payment
of any Loan or drawing under any Letter of Credit (or interest due thereof) denominated in a Foreign Currency on its scheduled due date
or any payment thereof in a different currency, then, in any such event, the Company shall compensate each Lender for the loss, cost
and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled
to receive pursuant to this Section, and setting forth in reasonable detail the calculations used by such Lender to determine such amount
or amounts, shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay such Lender the amount
shown as due on any such certificate within fifteen (15) days after receipt thereof; provided that the Company shall not
be required to compensate a Lender pursuant to this Section for any amounts under this Section 2.16 incurred more than 180
days prior to the date that such Lender notifies the Company of such amount and of such Lender’s intention to claim compensation
therefor.


 






    	 	71	 



     


    

 


(b)           With
respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the Interest Payment Date applicable
thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.11), (ii) the
failure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice
may be revoked under Section 2.11(a) and is revoked in accordance therewith), (iii) the assignment of any RFR Loan other
than on the Interest Payment Date applicable thereto as a result of a request by the Company pursuant to Section 2.19 or 9.02(d) or
(iv) the failure by any Borrower to make any payment of any Loan or drawing under any Letter of Credit (or interest due thereof)
denominated in a Foreign Currency on its scheduled due date or any payment thereof in a different currency, then, in any such event,
the Company shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting
forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, and setting forth in reasonable detail
the calculations used by such Lender to determine such amount or amounts, shall be delivered to the Company and shall be conclusive absent
manifest error. The Company shall pay such Lender the amount shown as due on any such certificate within fifteen (15) days after
receipt thereof; provided that the Company shall not be required to compensate a Lender pursuant to this Section for any
amounts under this Section 2.16 incurred more than 180 days prior to the date that such Lender notifies the Company of such amount
and of such Lender’s intention to claim compensation therefor.


 


Section 2.17.     Taxes.
(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document
shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined
in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment
by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely
pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is
an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or
withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17)
the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 


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


 






    	 	72	 



     


    

 


(c)           Evidence
of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.17,
such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.


 


(d)           Indemnification
by the Loan Parties. Without duplication of Section 2.17(a), the applicable Loan Party shall indemnify each Recipient, within
30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable
to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such
Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability and
basis for calculating such amount delivered to the applicable Loan Party by a Lender (with a copy to the Administrative Agent), or by
the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(e)           Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any
Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative
Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable
to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative
Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes
the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise
payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this
paragraph (e).


 


(f)           Status
of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made
under any Loan Document shall deliver to the Borrowers and the Administrative Agent, prior to the date on which such Lender becomes a
Lender under this Agreement or acquires an interest therein and at the time or times reasonably requested by the Borrowers or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrowers or the Administrative Agent as will permit
such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by
the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested
by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such
Lender is subject to backup withholding or information reporting requirements for Tax purposes. Notwithstanding anything to the contrary
in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth
in Section 2.17(f) (ii)(A), (ii)(B) and (ii)(D) below or, for the avoidance of doubt, the UK tax documentation required
under Section 2.17A) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission
would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position
of such Lender.


 






    	 	73	 



     


    

 


(ii)           Without
limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person:


 


(A)          any
Lender that is a U.S. Person shall deliver to such Borrower and the Administrative Agent (in such number of copies as shall be reasonably
requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the reasonable request of such Borrower or the Administrative Agent), an executed copy of IRS Form W-9 or successor
form certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(B)           any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), whichever of the following
is applicable:


 


(1)  in the case of a Foreign
Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest
under any Loan Document, an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction
of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other
applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction
of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;


 


(2)  duly executed copies of IRS
Form W-8ECI;


 


(3) in the case of a Foreign Lender
claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially
in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of
the Code, a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or
a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance
Certificate”) and (y) an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E; or


 


(4) to the extent a Foreign Lender
is not the beneficial owner, an executed copy of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN
or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS
Form W-9, and/or other certification documents from each beneficial owner, as may be required; provided that if the Foreign
Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption,
such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each
such direct and indirect partner;


 


(C)            any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed copies of any other
form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower or the Administrative Agent
to determine the withholding or deduction required to be made; and


 






    	 	74	 



     


    

 


(D)           if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were
to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of
the Code, as applicable), such Lender shall deliver to such Borrower and the Administrative Agent at the time or times prescribed by
law and at such time or times reasonably requested by such 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 such Borrower or the Administrative Agent as may be necessary for such 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 (D), “FATCA” shall include any amendments
made to FATCA after the Effective Date.


 


Each Lender agrees that if
any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, upon such expiration or change,
it shall update such form or certification or promptly notify the Company and the Administrative Agent in writing of its legal inability
to do so.


 


(g)          Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any
Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant
to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including
Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount
paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority)
in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to
the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant
to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the
indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld
or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph
shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes
that it deems confidential) to the indemnifying party or any other Person.


 


(h)           Survival.
Each party’s obligations under this Section 2.17 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.


 






    	 	75	 



     


    

 



 





(i)              Issuing
Bank. For purposes of this Section 2.17, the term “Lender” includes each Issuing Bank.








 


(j)              [Intentionally
Omitted].


 


(k)             Compliance
with Swiss Non-Bank Rules. Each Lender confirms that it is a Swiss Qualifying Bank or, if not, a single (1) person only for
the purpose of the Swiss Non-Bank Rules and any other Person that shall become a Lender or a Participant pursuant to Section 9.04
of this Agreement shall be deemed to have confirmed that it is a Swiss Qualifying Bank or, if not, a single (1) person only for
the purpose of Swiss Non-Bank Rules. Each Swiss Borrower may request a Lender to confirm (i) whether or not it is (and each of its
Participants are) a Swiss Qualifying Bank or (ii) whether it (or any of its Participants) does count as a single (1) person
for purposes of the Swiss Non-Bank Rules, if it reasonably believes that that Lender's status has changed during the term of this Agreement.


 


(l)              Certain
FATCA Matters. For purposes of determining withholding Taxes imposed under FATCA, the Borrowers and the Administrative Agent shall
treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement and the Loans as not qualifying as “grandfathered
obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).


 


SECTION 2.17A. UK
Tax.


 


(a)             Unless
a contrary indication appears, in this Section 2.17A a reference to “determines” or “determined” means a
determination made in the absolute discretion of the person making the determination acting reasonably and in good faith.


 


(b)            A
Borrower shall make all payments to be made by it under a Loan Document without any Tax Deduction, unless a Tax Deduction is required
by law.


 


(c)            A
Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of
a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall notify the Administrative Agent on becoming so
aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender it shall promptly
notify the relevant Borrower.


 


(d)            If
a Tax Deduction is required by law to be made by a Borrower under any Loan Document, the amount of the payment due from such Borrower
shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due
if no Tax Deduction had been required.


 


(e)            A
Borrower is not required to make an increased payment to a Lender under clause (d) above for a Tax Deduction from a payment of interest
on a Loan, if on the date on which the payment falls due:


 


(i)            the
payment could have been made to the relevant Lender without a Tax Deduction if such Lender was a Qualifying Lender, but on that date
that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under
this Agreement in (or in the interpretation, administration, or application of) any law or any published practice or concession of any
relevant taxing authority; or


 






    	 	76	 



     


    

 


(ii)            the
relevant Lender is a Qualifying Lender solely under sub-paragraph (i)(b) of the definition of Qualifying Lender and:


 


(A)            an
officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931
of the ITA which relates to that payment and that Lender has received from the Borrower making the payment or the Company a certified
copy of that Direction; and








 


(B)            the
payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or


 


(iii)            the
relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(b) of the definition of Qualifying Lender and:


 


(A)            the
relevant Lender has not given a Tax Confirmation to the Borrower; and


 


(B)            the
payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Borrower, on the
basis that the Tax Confirmation would have enabled the Borrower to have formed a reasonable belief that the payment was an "excepted
payment" for the purpose of section 930 of the ITA; or


 


(iv)          the
relevant Lender is a Treaty Lender and the Borrower making the payment is able to demonstrate that the payment could have been made to
the Lender without the Tax Deduction had that Lender complied with its obligations under clauses (h) or (i) below.


 


(f)            If
a Borrower is required to make a Tax Deduction, such Borrower shall make that Tax Deduction and any payment required in connection with
that Tax Deduction within the time allowed and in the minimum amount required by law.


 


(g)           Within
30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower making that Tax
Deduction shall deliver to the Administrative Agent for the Lender entitled to the payment a statement under section 975 of the ITA or
other evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment
paid to the relevant taxing authority.


 


(h)            (i) Subject
to paragraph (ii) below, a Treaty Lender and a Borrower which makes a payment to which that Treaty Lender is entitled shall co-operate
in completing any procedural formalities necessary for that Borrower to obtain authorisation to make that payment without a Tax Deduction.


 


(ii)            (A)           A
Treaty Lender which becomes a party to this Agreement on the day on which this Agreement is entered into that holds a passport under
the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number
and its jurisdiction of tax residence by including such details on its signature page to this Agreement; and


 


(B)           a
Treaty Lender that becomes a party to this Agreement after the date of this Agreement and that holds a passport under the HMRC DT Treaty
Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction
of tax residence in the Assignment and Assumption or Augmenting Lender Supplement,


 


and,
having done so, that Lender shall be under no obligation pursuant to paragraph (i) above.


 






    	 	77	 



     


    

 


(i)             If
a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (h)(ii) above
and:








 


(A)          a
Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender; or


 


(B)          a
Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but:


 


a.             that
Borrower DTTP Filing has been rejected by HM Revenue & Customs; or


 


b.             HM
Revenue & Customs has not given the Borrower authority to make payments to that Lender without a Tax Deduction within 40 days
of the date of the Borrower DTTP Filing, or has given such authority but such authority has subsequently been revoked, suspended or has
expired,


 


and
in each case, the Borrower has notified that Lender in writing, that Lender and the Borrower shall co-operate in completing any additional
procedural formalities necessary for that Borrower to obtain authorisation to make that payment without a Tax Deduction.


 


(j)              If
a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph ‎(h)(ii) above,
no Borrower shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that
Lender's Commitment(s) or its participation in any Loan unless the Lender otherwise agrees. A Borrower shall, promptly on making
a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Lender.


 


(k)            Each
Lender which becomes a Party on the Effective Date confirms, for the benefit of the Administrative Agent and without liability to any
Borrower, that it is a Treaty Lender. Each Lender which becomes a Party after the Effective Date (each a “New Lender”)
shall indicate in the Assignment and Assumption or Augmenting Lender Supplement (as the case may be) which it executes on becoming a
Party, and for the benefit of the Administrative Agent and without liability to any Borrower, which of the following categories it falls
in: (i) not a Qualifying Lender; (ii) a Qualifying Lender (other than a Treaty Lender); or (iii) a Treaty Lender. If a
New Lender fails to indicate its status in accordance with this clause 2.17A(k) then such New Lender shall be treated for the purposes
of this Agreement (including by each Borrower) as if it is not a Qualifying Lender until such time as it notifies the Administrative
Agent which category applies (and the Administrative Agent, upon receipt of such notification, shall inform the Company). For the avoidance
of doubt, the Assignment and Assumption or Augmenting Lender Supplement (as the case may be) shall not be invalidated by any failure
of a Lender to comply with this clause 2.17A(k).


 


(l)            With
respect to a Tax Confirmation:


 


(i)            a
UK Non-Bank Lender which becomes a Party on the Effective Date gives a Tax Confirmation to the Company by entering into this Agreement;
and


 


(ii)           a
UK Non-Bank Lender shall promptly notify the Company and the Administrative Agent if there is any change in the position from that set
out in the Tax Confirmation.


 






    	 	78	 



     


    

 


(m)            A
Borrower shall (within 3 Business Days of demand by the Administrative Agent) pay to a Protected Party an amount equal to the loss, liability
or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of UK Tax by that
Protected Party in respect of any Loan Document.


 





(n)            Clause
(m) above shall not apply with respect to any UK Tax assessed on a Protected Party:


 


(i)            under
the law of the jurisdiction in which that Protected Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which
that Protected Party is treated as resident or as carrying on a business through a permanent establishment in the United Kingdom to which
any right (including sums received or receivable) under a Loan Document is attributable for tax purposes;


 


(ii)            under
the law of the jurisdiction in which that Protected Party’s lending office is located in respect of amounts received or receivable
in that jurisdiction; or


 


(iii)           under
the law of any jurisdiction in which that Protected Party carries out a significant people function or a key entrepreneurial risk-taking
function in connection with a Loan Document,


 


if
that UK Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received
or receivable) by that Protected Party.


 


(o)            Furthermore,
clause (m) above shall not apply to the extent a loss, liability or cost:


 


(i)            is
compensated for by an increased payment under clause (d) above;


 


(ii)           would
have been compensated for by an increased payment under clause (d) above but was not so compensated solely because one of the exclusions
in clause (e) applied; or


 


(iii)          arises
from, in respect of or in connection with the UK Bank Levy.


 


(p)            A
Protected Party making, or intending to make a claim under clause (m) above shall promptly notify the Administrative Agent of the
event which will give, or has given, rise to the claim, following which the Administrative Agent shall notify the Borrowers.


 


(q)            A
Protected Party shall, on receiving a payment from a Borrower under clause (m) above, notify the Administrative Agent.


 


(r)             If
a Borrower makes a Tax Payment and the relevant Lender determines that:


 


(i)            a
Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction
in consequence of which that Tax Payment was required; and


 


(ii)            that
Lender has obtained and utilized all or part of that Tax Credit, 








 






    	 	79	 



     


    

 


the relevant Lender shall pay an amount to that Borrower which that Lender determines will leave it (after that payment) in the same after-tax
position as it would have been in had the Tax Payment not been made by that Borrower. 


 


(s)            A
Borrower shall pay and, within three (3) Business Days of demand, indemnify each Credit Party against any cost, loss or liability
that Credit Party incurs in relation to all UK stamp duty, registration and other similar UK Taxes payable in respect of any Loan Document
other than where such UK stamp duty, registration or other similar UK Taxes are in relation to an assignment, transfer or novation (or
other disposal) by a Credit Party (or any successor thereof) of any right, benefit or obligation under a Loan Document, save to the extent
such assignment, transfer or novation (or other disposal) is made pursuant to Section 2.19.


 


(t)            All
amounts set out, or expressed to be payable under a Loan Document by any party to a Credit Party which (in whole or part) constitute
the consideration for any supply for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and
accordingly, subject to clause (u) below, if VAT is or becomes chargeable on any supply made by any Credit Party to any party under
a Loan Document (not being VAT for which the recipient of the supply is required to account to the relevant taxing authority), that party
must pay to the Credit Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal
to the amount of such VAT (and such Credit Party shall promptly provide an appropriate VAT invoice to that party).


 


(u)            If
VAT is or becomes chargeable on any supply made by any Credit Party (the “Supplier”) to any other Credit Party (the
 “Recipient”) under a Loan Document, and any party other than the Recipient (the “Relevant Party”)
is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than
being required to reimburse or indemnify the Recipient in respect of that consideration (i) (where the Supplier is the person required
to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that
amount) an additional amount equal to the amount of the VAT and the Recipient must (where this paragraph (i) applies) promptly pay
to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient
reasonably determines relates to the VAT chargeable on that supply and (ii) (where the Recipient is the person required to account
to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient
an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled
to credit or repayment from the relevant tax authority in respect of that VAT.


 


(v)            Where
a Loan Document requires any Party to reimburse or indemnify a Credit Party for any cost or expense, that Party shall at the same time
reimburse or indemnify (as the case may be) such Credit Party for the full amount of such cost or expense, including such part thereof
as represents VAT, save to the extent that such Credit Party reasonably determines that it is entitled to credit or repayment in respect
of such VAT from the relevant tax authority.


 


(w)           Any
reference in this Section 2.17A to any Party shall, at any time when such Person is treated as a member of a group for VAT purposes,
include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such
time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994 or such similar or equivalent
concept or entity as may be provided under similar or equivalent legislation in any jurisdiction other than the United Kingdom).


 


(x)            In
relation to any supply made by a Credit Party to any Party under a Loan Document, if reasonably requested by such Credit Party, that
Party must promptly provide such Credit Party with details of that Party’s VAT registration and such other information as is reasonably
requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply.


 






    	 	80	 



     


    




 


Section 2.18. Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.


 


(a)            Each
Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements,
or of amounts payable under Section 2.15, 2.16, 2.17 or 2.17A, or otherwise) prior to (i) in the case of payments denominated
in Dollars, 12:00 noon, New York City time and (ii) in the case of payments denominated in a Foreign Currency, at the Applicable
Time specified by the Administrative Agent, in the city of the Administrative Agent’s Applicable Payment Office for such currency,
in each case on the date when due, in immediately available funds, without set-off, recoupment or counterclaim. Any amounts received
after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which the
applicable Credit Event was made (or where such currency has been converted to euro, in euro) and (ii) to the Administrative Agent
at its offices at 10 South Dearborn Street, Chicago, Illinois 60603 or, in the case of a Credit Event denominated in a Foreign Currency,
the Administrative Agent’s Applicable Payment Office for such currency, except payments to be made directly to any Issuing Bank
or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17, 2.17A and 9.03
shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments denominated in the
same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If
any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.
Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any Foreign Currency, currency
control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which
the Credit Event was made (the “Original Currency”) no longer exists or any Borrower is not able to make payment to
the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder
in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such
payment due, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control
or exchange regulations.


 


(b)            If
at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed
LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees
then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties,
and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.


 


(c)            [Intentionally
Omitted].


 


(d)            If,
except as otherwise expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain
payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting
in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements
and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements
and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders
ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in
LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of
the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of
such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by
any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration
for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any
assignee or participant, other than to the Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph
shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim
with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.


 






    	 	81	 



     


    

  


(e)            Unless
the Administrative Agent shall have received notice from the relevant Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Banks hereunder that such Borrower will not make such payment, the Administrative
Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the relevant Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if such Borrower has not
in fact made such payment, then each of the relevant Lenders or each of the Issuing Banks, as the case may be, severally agrees to repay
to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon,
for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative
Agent, at the applicable Overnight Rate.


 


(f)             If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(e) or
9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts
thereafter received by the Administrative Agent for the account of such Lender and for the benefit of the Administrative Agent, the Swingline
Lender or the Issuing Banks to satisfy such Lender’s obligations 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 such Sections; in the case of each of (i) and (ii) above, in any order as determined by the
Administrative Agent in its discretion.


 


Section 2.19. Mitigation
Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if any Borrower is
required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.17 or 2.17A, then such Lender shall (at the request of the Company) use reasonable efforts to designate a
different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the good faith judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.15, 2.17 or 2.17A, as the case may be, in the future and (ii) would not subject
such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees
to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.


 






    	 	82	 



     


    




 


(b)            If
(i) any Lender requests compensation under Section 2.15, (ii) any Borrower is required to pay any Indemnified Taxes or
additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or 2.17A,
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.19(a) or
(iii) any Lender becomes a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15,
2.17 or 2.17A) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent
of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent
shall not unreasonably be withheld, conditioned or delayed, (ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, and subject to Section 2.24, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting
from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17 or 2.17A, such assignment
will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment
and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected
pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee (or, to the extent applicable,
an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative
Agent and such parties are participants), and (ii) the Lender required to make such assignment need not be a party thereto in order
for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof.


 






    	 	83	 



     


    

 


Section 2.20. Expansion
Option. The Company may, on behalf of itself and/or one or more other Borrower, from time to time elect to increase the Revolving
Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum
increments of $10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term
Loans does not exceed $600,000,000. The Company may arrange for any such increase or tranche to be provided by one or more Lenders (each
Lender so agreeing to an increase in its Revolving Commitment, or to participate in such Incremental Term Loans, an “Increasing
Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution
or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender),
which agree to increase their existing Revolving Commitments, or to participate in such Incremental Term Loans, or provide new Revolving
Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Company
and the Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned) and (ii) (x) in the case
of an Increasing Lender, the Company and such Increasing Lender execute an agreement substantially in the form of Exhibit C
hereto, and (y) in the case of an Augmenting Lender, the Company and such Augmenting Lender execute an agreement substantially in
the form of Exhibit D hereto. No consent of any Lender (other than the Lenders participating in the increase or any Incremental
Term Loan) shall be required for any increase in Revolving Commitments or Incremental Term Loan pursuant to this Section 2.20. Increases
and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the date
agreed by the Company, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent
shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment
of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date
of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of
Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate
to that effect dated such date and executed by a Financial Officer of the Company and (B) the Company shall be in compliance (with
Indebtedness calculated on a pro forma basis) with the covenants set forth in Section 6.10 (based on the financial statements of
the Company) as of the last day of the most recently ended fiscal quarter after giving effect to such increase or Incremental Term Loans
and (ii) the Administrative Agent shall have received documents of the same type, to the extent applicable, as those delivered on
the Effective Date as to the organizational power and authority of the Borrowers to borrow hereunder after giving effect to such increase
or Incremental Term Loan; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing
a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), (x) clause (i)(A) of
this sentence shall be deemed to have been satisfied so long as (1) as of the date of execution of the related Limited Conditionality
Acquisition Agreement by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited
Conditionality Acquisition Agreement, (2) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no
Event of Default under clause (a), (b), (h) or (i) of Article VII is in existence immediately before or after giving
effect (including on a pro forma basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of
proceeds thereof, (3) the representations and warranties set forth in Article III shall be true and correct in all material
respects as of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except to
the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set
forth in this subclause (3) shall be applicable to any representations and warranties that already are qualified or modified by
materiality in the text thereof) and (4) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, customary
 “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders
providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and
after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, except to the extent any such representations
or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in
all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (4) shall
be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (y) clause
(i)(B) of this sentence shall be deemed to have been satisfied so long as the Company shall be in compliance (on a pro forma basis)
with the covenants contained in Section 6.10 as of the date of execution of the related Limited Conditionality Acquisition Agreement
by the parties thereto. On the effective date of any increase in the Revolving Commitments or any Incremental Term Loans being made,
(i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately
available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause,
after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion
of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) except
in the case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans
as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related
Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company on behalf of the applicable
Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the
immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each
Term Benchmark Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the deemed
payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu
in right of payment with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Revolving Credit Maturity
Date or the Term Loan Maturity Date (but may have amortization and mandatory prepayments prior to such date) and (c) shall be treated
substantially the same (as reasonably determined by the Company and the Administrative Agent) as (and in any event no more favorably
than) the Revolving Loans and the Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental
Term Loans maturing after the Revolving Credit Maturity Date and the Term Loan Maturity Date may provide for material additional or different
financial or other covenants or prepayment requirements applicable only during periods after the Revolving Credit Maturity Date and the
Term Loan Maturity Date and (ii) the Incremental Term Loans may have different pricing and economics (including, without limitation,
with respect to upfront fees, original issue discount, premiums, and interest rate) than the Revolving Loans and the Term Loans. Incremental
Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of
this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such
tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment
may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary
or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained
in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving
Commitment hereunder, or provide Incremental Term Loans, at any time. This Section shall supersede any provisions in Section 2.18
or Section 9.02 to the contrary.


 






    	 	84	 



     


    




 


Section 2.21. [Intentionally
Omitted].


 


Section 2.22. Judgment
Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder
in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto
agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with
normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative
Agent’s main New York City office on the Business Day preceding that on which final, non-appealable judgment is given. The obligations
of each Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in
a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender
or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative
Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other
currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative
Agent, as the case may be, in the specified currency, each Borrower agrees, to the fullest extent that it may effectively do so, as a
separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be,
against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or
the Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result
of allocations of such excess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative
Agent, as the case may be, agrees to remit such excess to such Borrower.


 






    	 	85	 



     


    

 


Section 2.23. Designation
of Subsidiary Borrowers. On the Effective Date, and subject to the satisfaction of the applicable conditions in Article IV hereto, the Initial Subsidiary Borrowers have become Subsidiary Borrowers party to this Agreement until the Company shall have executed
and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to any such Subsidiary, whereupon such Subsidiary
shall cease to be a Subsidiary Borrower and a party to this Agreement. After the Effective Date, the Company may at any time and from
time to time designate any Eligible Subsidiary as a Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary
Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03,
and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party
to this Agreement. Each Subsidiary Borrower shall remain a Subsidiary Borrower until the Company shall have executed and delivered to
the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to
be a Subsidiary Borrower and a party to this Agreement. Notwithstanding the preceding sentences, no Borrowing Subsidiary Termination
will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be
outstanding hereunder, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Subsidiary
Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the
Administrative Agent shall furnish a copy thereof to each Lender.


  


Section 2.24. 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 Commitment of such Defaulting Lender pursuant to Section 2.12(a) and Section 2.12(c);


 


(b)            the
Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders,
the Required Revolving Lenders or the Required Term Lenders have taken or may take any action hereunder (including any consent to any
amendment, waiver or other modification pursuant to Section 9.02); 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 pursuant to clauses (i), (ii), (iii), (iv),
(v), and (vi) of the proviso in Section 9.02(b);


 


(c)            if
any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)            all
or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender that is a Revolving Lender (other than, in the case of
a Defaulting Lender that is a Swingline Lender, 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 that are Revolving Lenders in accordance with their respective Applicable
Percentages but only to the extent (x) that such reallocation does not, as to any non-Defaulting Lender that is a Revolving Lender,
cause such non-Defaulting Lender’s Revolving Credit Exposure to exceed its Revolving Commitment and (y) no Event of Default
has occurred and is then continuing;


 


(ii)            if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Company shall within one (1) Business
Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash
collateralize for the benefit of each Issuing Bank only the Borrowers’ obligations corresponding to such Defaulting Lender’s
LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures
set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;


 






    	 	86	 



     


    




 


(iii)           if
the Company cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the
Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such
Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)          if
the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders
pursuant to Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages;
and


 


(v)            if
all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or
(ii) above, then, without prejudice to any rights or remedies of the relevant Issuing Bank or any other Lender hereunder, all facility
fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s
Revolving Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(b) with respect
to such Defaulting Lender’s LC Exposure shall be payable to such Issuing Bank until and to the extent that such LC Exposure is
reallocated and/or cash collateralized; and


 


(d)            so
long as a Revolving Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the relevant
Issuing Bank 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 LC Exposure will be 100% covered by the Revolving Commitments of the non-Defaulting
Lenders and/or cash collateral will be provided by the Company in accordance with Section 2.24(c), and Swingline Exposure related
to any such newly made Swingline Loan or any LC Exposure related to any newly issued or increased Letter of Credit shall be allocated
among non-Defaulting Lenders in a manner consistent with Section 2.24(c)(i) (and such Defaulting Lender shall not participate
therein).


 


If
(i) a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent shall occur following the Effective Date and for so long
as such event shall continue or (ii) the Swingline Lender or any Issuing Bank has a good faith belief that any Revolving Lender
has defaulted in fulfilling its funding obligations under one or more other agreements in which such Revolving Lender commits to extend
credit, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or
increase any Letter of Credit, unless the Swingline Lender or the relevant Issuing Bank, as the case may be, shall have entered into
arrangements with the Company or such Revolving Lender, reasonably satisfactory to the Swingline Lender or such Issuing Bank, as the
case may be, to defease any risk to it in respect of such Revolving Lender hereunder.


 


In
the event that the Administrative Agent, the Company, the Swingline Lender and each Issuing Bank each agrees that a Defaulting Lender
that is a Revolving Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline
Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment
and on such date such Lender shall purchase at par such of the Loans of the other Revolving 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 Applicable Percentage,
whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect
to fees accrued or payments made by or on behalf of any Borrower while that Lender was a Defaulting Lender; provided, further,
that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will
constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 






    	 	87	 



     


    




 


Section 2.25. Extension
of Maturity Date.


 


(a)            Requests
for Extension. The Company may, by notice to the Administrative Agent (who shall promptly notify the applicable Class of Lenders)
not earlier than 120 days and not later than 30 days prior to each anniversary of the date of this Agreement (each such date, an “Extension
Date”), request that each applicable Lender extend such Lender’s Revolving Credit Maturity Date or Term Loan Maturity
Date, as the case may be (the “Applicable Maturity Date”) to the date that is one year after the Applicable Maturity
Date then in effect with respect to such Class for such Lender (such date that is one year after such Applicable Maturity Date,
the “Extended Maturity Date”).


 


(b)            Lender
Elections to Extend. Each Lender of the applicable Class, acting in its sole and individual discretion, shall, by notice to the Administrative
Agent given not later than the date that is 20 days after the date on which the Administrative Agent received the Company’s extension
request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension
(each Lender of the applicable Class that determines to so extend its Applicable Maturity Date, an “Extending Lender”).
Each Lender of the applicable Class that determines not to so extend its Applicable Maturity Date (a “Non-Extending Lender”)
shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice
Date), and any Lender of the applicable Class that does not so advise the Administrative Agent on or before the Lender Notice Date
shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender
to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the
Company for extension of the Applicable Maturity Date.


 


(c)            Notification
by Administrative Agent. The Administrative Agent shall notify the Company of each applicable Lender’s determination under
this Section no later than the date that is 15 days prior to the applicable Extension Date (or, if such date is not a Business Day,
on the next preceding Business Day).


 


(d)            Additional
Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the Applicable Maturity Date for any
Non-Extending Lender to replace such Non-Extending Lender with, and add as a “Revolving Lender” (in the case of any extension
of the Revolving Credit Maturity Date) or as a “Term Lender” (in the case of any extension of the Term Loan Maturity Date)
under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional
Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 2.19(b),
each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the
restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation
fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Applicable
Maturity Date for such Non-Extending Lender, assume a Revolving Commitment and/or Term Loans, as applicable (and, if any such Additional
Commitment Lender is already a Lender of the applicable Class, its Revolving Commitment and/or Term Loans, as applicable, so assumed
shall be in addition to such Lender’s Revolving Commitment and/or Term Loans. Prior to any Non-Extending Lender being replaced
by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving
irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Applicable
Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably
necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.


 






    	 	88	 



     


    

 





(e)            Conditions
to Effectiveness of Extension. Notwithstanding the foregoing, (x) no more than two (2) extensions of the Maturity Date
shall be permitted hereunder and (y) any extension of any Maturity Date pursuant to this Section 2.25 shall not be effective
with respect to any Lender unless:


 


(i)            no
Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect
thereto;


 


(ii)            the
representations and warranties of the Company set forth in this Agreement are true and correct in all material respects (or in all respects
if such representation is qualified by materiality or Material Adverse Effect) on and as of the applicable Extension Date and after giving
effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made
as of a specific date, as of such specific date); and


 


(iii)            the
Administrative Agent shall have received a certificate from the Company signed by a Financial Officer of the Company certifying the accuracy
of the foregoing clauses (i) and (ii).


 


(f)            Maturity
Date for Non-Extending Lenders. On the Applicable Maturity Date of each Non-Extending Lender, (i) to the extent of the Revolving
Commitments and Term Loans of each Non-Extending Lender of the relevant Class not assigned to the Additional Commitment Lenders
of such Class, the Revolving Commitment of each Non-Extending Lender of such Class shall automatically terminate and (ii) the
Company shall repay such Non-Extending Lender of such Class in accordance with Section 2.10 (and shall pay to such Non-Extending
Lender all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Loans of the applicable
Class outstanding on such date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary
to keep outstanding Loans of the applicable Class ratable with any revised Applicable Percentages of the respective Lenders of such
Class effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the applicable Credit
Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this
Agreement).


 


(g)            Conflicting
Provisions. This Section shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.


 






    	 	89	 



     


    

 


ARTICLE III


 


Representations
and Warranties


 


Each
Borrower for itself, and the Company on behalf of itself and its Subsidiaries, represents and warrants to the Lenders that:


 


Section 3.01. Organization;
Powers; Subsidiaries. Each of the Loan Parties is duly organized, validly existing and in good standing (to the extent such concept
is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, has all requisite power and authority
to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent such concept
is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary
as of the Effective Date, noting whether such Subsidiary is a Material Domestic Subsidiary as of the Effective Date, the jurisdiction
of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital
stock or other equity interests owned by the Company and the other Subsidiaries and, if such percentage is not 100% (excluding (i) directors’
qualifying shares and (ii) shares issued to foreign nationals to the extent required by applicable law), a description of each class
issued and outstanding.


 





Section 3.02. Authorization;
Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary
organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been
duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.


 


Section 3.03. Governmental
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will
not violate the charter, by-laws or other organizational documents of the Loan Parties, (c) will not violate any applicable material
law or regulation or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture, agreement
or other instrument binding upon the Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require
any payment to be made by the Company or any of its Subsidiaries, except for any such violation or right which, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse Effect, and (e) will not result in the creation or imposition
of any Lien on any asset of the Company or any of its Subsidiaries.


 


Section 3.04. Financial
Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet
and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30, 2021 reported
on by Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the
fiscal year ended December 31, 2021 and March 31, 2022. Such financial statements present fairly, in all material respects,
the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and
for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements
referred to in clause (ii) above.


 


(b)            Since
September 30, 2021, there has been no material adverse change in the business, operations or financial condition of the Company
and its Subsidiaries, taken as a whole.


 


Section 3.05. Properties.
(a) Each of the Loan Parties has good title to, or valid leasehold interests in, all its real and personal property material to
its business, except to the extent any failure to have such title or leasehold interest would not reasonably be expected to have a Material
Adverse Effect.


 






    	 	90	 



     


    

 


(b)            Each
of the Loan Parties owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material
to its business, and the use thereof by the Company and its Subsidiaries does not infringe upon the rights of any other Person, except
for any ownership or license issues or infringements that, individually or in the aggregate, would not reasonably be expected to result
in a Material Adverse Effect.





 


Section 3.06. Litigation,
Environmental and Labor Matters. (a) There are no actions, suits, proceedings or investigations by or before any arbitrator
or Governmental Authority pending against or, to the knowledge of any Borrower, threatened against or affecting the Company or any of
its Subsidiaries (i) that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect
or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Transactions.


 


(b)            Except
with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect, neither the Company nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain
or comply with any permit, license or other approval required under any Environmental Law, (ii) is party to any administrative or
judicial proceeding relating to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental
Liability or (iv) knows of any facts or conditions that are reasonably expected to give rise to any Environmental Liability.


 


Section 3.07. Compliance
with Laws.


 


(a)            Each
of the Company and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to
it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in
a Material Adverse Effect.


 


(b)            Each
Swiss Borrower is compliant with the Swiss Non-Bank Rules; provided, however, that a Swiss Borrower shall not be in breach
of this Section 3.07(b) if such number of creditors (which are not Swiss Qualifying Banks) is exceeded solely by reason of
a breach by one or more Lenders of a confirmation contained in Section 2.17(k) or a failure by one or more Lenders to comply
with their obligations and transfer restrictions in Section 9.04.


 


(c)            For
the purposes of paragraph (b) above, the Swiss Borrowers shall assume that the aggregate number of Lenders which are not Swiss Qualifying
Banks is 10 (ten).


 


Section 3.08. Investment
Company Status. Neither the Company nor any of its Subsidiaries is an “investment company” as defined in, or subject
to regulation under, the Investment Company Act of 1940.


 


Section 3.09. Taxes.
Each of the Company and its Subsidiaries has timely filed or caused to be filed all Tax and UK Tax returns and reports required to have
been filed and has paid or caused to be paid all Taxes and UK Taxes required to have been paid by it, except (a) Taxes or UK Taxes
that are being contested in good faith by appropriate proceedings and for which the Company or such Subsidiary, as applicable, has set
aside on its books adequate reserves or (b) to the extent that the failure to do so would not reasonably be expected to result in
a Material Adverse Effect.


 


Section 3.10. ERISA.
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability
is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.


 






    	 	91	 



     


    

 


Section 3.11. Disclosure.
All written information, including the information set forth in the Information Memorandum (when prepared), other than any projections
and information of a general economic or general industry nature furnished by or on behalf of the Company or any Subsidiary to the Administrative
Agent or any Lender pursuant to or in connection with this Agreement or any other Loan Document, taken as a whole, together with and
as modified by any publicly filed information and all other written information so delivered on or prior to any date of determination
does not (when furnished) contain any untrue statement of material fact or omit to state a material fact necessary in order to make the
statements contained therein not materially misleading in light of the circumstances under which such statements are made; provided that, with respect to forecasts or projections, the Company represents only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time prepared (it being understood by the Administrative Agent and the Lenders that
any such projections are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are
beyond the control of the Company or its Subsidiaries, that no assurances can be given that such projections will be realized and that
actual results may differ materially from such projections). As of the Effective Date, to the best knowledge of the Company, the information
included in the Beneficial Ownership Certification (if any) provided on or about the Effective Date to any Lender in connection with
this Agreement is true and correct in all respects.





 


Section 3.12. Federal
Reserve Regulations. No part of the proceeds of any Loan have been used or will be used, whether directly or indirectly, for any
purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.


 


Section 3.13. No
Default. No Default or Event of Default has occurred and is continuing.


 


Section 3.14. Anti-Corruption
Laws and Sanctions. The Company has implemented and maintains in effect policies and procedures reasonably designed to promote compliance
in all material respects by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption
Laws and applicable Sanctions, and the Company, its Subsidiaries and their respective officers and employees and to the knowledge of
the Company its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.
None of (a) the Company, any Subsidiary or to the knowledge of the Company any of their respective directors, officers or employees,
or (b) to the knowledge of the Company, any agent of the Company or any Subsidiary that will act in any capacity in connection with
or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrower or any Subsidiary will use any Borrowing
or Letter of Credit in violation in any material respect of any Anti-Corruption Law or in violation in any respect of applicable Sanctions.
The representations and warranties given in this Section 3.14 shall not be given (i) by any Loan Party or (ii) to any
Lender to the extent that any such representation and warranty would result in any violation of, conflict with or liability under EU
Regulation (EC) 2271/96, section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung) or a similar anti-boycott
statute.


 


Section 3.15. Affected
Financial Institutions. No Borrower is an Affected Financial Institution.


 






    	 	92	 



     


    

 


ARTICLE IV


 


Conditions


 


Section 4.01. Effective
Date. The effectiveness of the amendment and restatement of the Existing Credit Agreement in the form of this Agreement, and the
obligations of the Lenders to make Loans (other than the Term Loans) and of the Issuing Banks to issue Letters of Credit hereunder, shall
not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):


 


(a)            The
Administrative Agent (or its counsel) shall have received (i) from each party hereto a counterpart of this Agreement signed on behalf
of such party (which, subject to Section 9.06, may include any Electronic Signatures transmitted by telecopy, emailed pdf, or any
other electronic means that reproduces an image of an actual executed signature page) and (ii) duly executed copies of the other
Loan Documents and such other customary closing documents and certificates as the Administrative Agent shall reasonably request in connection
with the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described
in the list of closing documents attached as Exhibit E.


 


(b)            The
Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated
the Effective Date) (i) of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Loan Parties, (ii) of Ice Miller
LLP, special Indiana counsel for the Loan Parties, (iii) MME Legal, Swiss counsel for the Loan Parties, (iv) McInnes Cooper,
Nova Scotia counsel for the Loan Parties, (v) Skadden, Arps, Slate, Meagher & Flom (UK) LLP, counsel in England and Wales
for the Loan Parties and (vi) Skadden, Arps, Slate, Meagher & Flom LLP, German counsel for the Loan Parties, in each case
covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably
request. The Company hereby requests such counsels to deliver such opinions.


 


(c)            The
Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial
Officer of the Company, certifying (in such officer’s capacity as an officer and not in any individual capacity) compliance with
the conditions set forth in paragraphs (a) and (b) of Section 4.02.


 


(d)            (i) The
Administrative Agent shall have received, at least three (3) Business Days prior to the Effective Date, all documentation and other
information regarding the Borrowers required in connection with applicable “know your customer” and anti-money laundering
rules and regulations, including the Patriot Act, to the extent reasonably requested in writing of the Company at least ten (10) Business
Days prior to the Effective Date and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the
Beneficial Ownership Regulation, at least three (3) Business Days prior to the Effective Date, any Lender that has reasonably requested,
in a written notice to the Company at least ten (10) Business Days prior to the Effective Date, a Beneficial Ownership Certification
in relation to such Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery
by such Lender of its signature page to this Agreement, the condition set forth in this clause (d) shall be deemed to be satisfied).


 


(e)            The
Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to
the extent invoiced at least one Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required
to be reimbursed or paid by the Company hereunder.


 


The Administrative
Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.


 






    	 	93	 



     


    

 


Section 4.02. Each
Credit Event. The obligation of each Lender to make a Loan (other than an Acquisition-Related Incremental Term Loan made in accordance
with, and subject to the terms and conditions of, Section 2.20) on the occasion of any Borrowing (other than a continuance or conversion
of any Loan), and of the Issuing Banks to issue, amend or extend any Letter of Credit, is subject to the satisfaction of the following
conditions:


  


(a)            The
representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects (provided
that any representation or warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on
and as of the date such Loan is made or the date of issuance, amendment or extension of such Letter of Credit, as applicable (except
to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty
shall be true and correct as of such earlier date).


 


(b)            At
the time of and immediately after giving effect to the making of a Loan on the date of such Borrowing or the issuance, amendment or extension
of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.


 


The
making of a Loan (other than an Acquisition-Related Incremental Term Loan made in accordance with, and subject to the terms and conditions
of, Section 2.20) on the occasion of any Borrowing (other than a continuation or conversion) and each issuance, amendment or extension
of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters
specified in paragraphs (a) and (b) of this Section.


 


Section 4.03. Designation
of a Subsidiary Borrower. The designation of a Subsidiary Borrower pursuant to Section 2.23 is subject to the condition precedent
that the Company or such proposed Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent:


 


(a)            Copies,
certified by the Secretary or Assistant Secretary of such Subsidiary, of its Board of Directors’ resolutions (and resolutions of
other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any
other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or
its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary;


 


(b)            An
incumbency certificate, executed by the Secretary or Assistant Secretary of such Subsidiary, which shall identify by name and title and
bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement
and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders
shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary;


 


(c)            Opinions
of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect
to the laws of its jurisdiction of organization and such other matters as are reasonable and customary and addressed to the Administrative
Agent and the Lenders; and


 


(d)            Any
promissory notes requested by any Lender, and any other instruments and documents reasonably requested by the Administrative Agent in
connection with applicable laws, rules and regulations.


 








(e)            Any
documentation and other information with respect to such proposed Subsidiary Borrower that is reasonably requested by the Administrative
Agent or any of the Lenders (acting through the Administrative Agent) at least three Business Days in advance of the proposed effective
date of such designation in connection with requirements by regulatory authorities under applicable “know-your-customer”
and anti-money laundering rules and regulations, including the Patriot Act and, to the extent such Borrower qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Regulation.


 






    	 	94	 



     


    







 


ARTICLE V


 


Affirmative
Covenants


 


Until
the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated (or shall have been cash collateralized or backstopped pursuant
to arrangements reasonably satisfactory to the Administrative Agent) and all LC Disbursements shall have been reimbursed, the Company
covenants and agrees with the Lenders that:


 


Section 5.01. Financial
Statements and Other Information. The Company will furnish to the Administrative Agent for distribution to each Lender:


 


(a)            within
one hundred (100) days after the end of each fiscal year of the Company (or, if earlier, within five (5) days after the date
that the Annual Report on Form 10-K of the Company for such fiscal year would be required to be filed under the rules and regulations
of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its audited consolidated balance
sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth
in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent
public accountants of recognized national standing (without any qualification or exception as to the scope of such audit) to the effect
that such consolidated financial statements present fairly in all material respects the financial condition and results of operations
of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;


 


(b)            within
fifty-five (55) days after the end of each of the first three fiscal quarters of each fiscal year of the Company (or, if earlier,
by the date that the Quarterly Report on Form 10-Q of the Company for such fiscal quarter would be required to be filed under the
rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its
consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such
fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding
period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial
Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes;


 


(c)            concurrently
with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company
(i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred that is continuing, specifying
the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations
demonstrating compliance with Section 6.10 and (iii) stating whether any change in GAAP or in the application thereof has occurred
since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying
the effect of such change on the financial statements accompanying such certificate;


 






    	 	95	 



     


    




 



 


(d)           promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the
Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or
with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; and


 


(e)           promptly
following any request therefor, (x) such other information regarding the operations, business affairs and financial condition of
the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent may reasonably request and
(y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with
applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and, to the
extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership
Regulation.


 


Documents required to be delivered
pursuant to clauses (a), (b) and (d) of this Section 5.01 may be delivered electronically and if so delivered, shall
be deemed to have been delivered on the date on which such documents are (i) filed for public availability on the SEC’s Electronic
Data Gathering and Retrieval System; (ii) posted or the Company provides a link thereto on http://www.hillenbrand.com; or (iii) posted
on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent and the Lenders have access
(whether a commercial, third-party website or whether sponsored by the Administrative Agent).


 


Section 5.02. Notices
of Material Events. The Company will furnish to the Administrative Agent (for distribution to each Lender) written notice of the
following, promptly upon a Responsible Officer of the Company having actual knowledge thereof:


 


(a)           the
occurrence of any Default;


 


(b)           the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the
Company or any Subsidiary thereof that would reasonably be expected to result in a Material Adverse Effect;


 


(c)           the
occurrence of any of the following to the extent the same would reasonably be expected to result in a Material Adverse Effect: (x) the
threatened in writing or actual issuance by the Pensions Regulator of a financial support direction or a contribution notice (as those
terms are defined in the United Kingdom Pensions Act 2004) or the threatened in writing or actual exercise of any Criminal Pension Power
by the Pensions Regulator or the CPS in relation to the Milacron Pension Scheme and/or (y) any amount becoming due to the Milacron
Pension Scheme pursuant to Section 75 or 75A of the United Kingdom Pensions Act 1995;


 


(d)           the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to
result in a Material Adverse Effect;


 


(e)           to
the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, 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; and


 


(f)            any
other development that results in, or would reasonably be expected to result in, a Material Adverse Effect.


 






    	 	96	 



     


    

 


Each notice delivered under this Section (i) shall
contain a heading or a reference line that reads “Notice under Section 5.02 of the Hillenbrand Fourth Amended and Restated
Credit Agreement dated June 8, 2022” and (ii) shall be accompanied by a statement of a Financial Officer or other executive
officer of the Company setting forth the details of the event or development requiring such notice and any action taken or proposed to
be taken with respect thereto. Information required to be delivered pursuant to clause (b), (c) and (d) of this Section shall
be deemed to have been delivered if such information, or one or more annual or quarterly or other periodic reports containing such information
is (i) filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, (ii) posted or the
Company provides a link thereto on http://www.hillenbrand.com; or (iii) posted on the Company’s behalf on an Internet or intranet
website, if any, to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether
sponsored by the Administrative Agent). Information required to be delivered pursuant to this Section may also be delivered by electronic
communications pursuant to procedures approved by the Administrative Agent.


 


Section 5.03. Existence;
Conduct of Business. The Company will, and will cause each of its Material Subsidiaries to, do or cause to be done (i) all
things necessary to preserve, renew and keep in full force and effect its legal existence and (ii) take, or cause to be taken,
all reasonable actions to preserve, renew and keep in full force and effect the rights, qualifications, licenses, permits,
privileges, franchises, governmental authorizations and intellectual property rights material to the conduct of its business, and
maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted (except, for
purposes of this clause (ii), to the extent the failure to do so would not reasonably be expected to have a Material Adverse
Effect); provided that (x) the foregoing shall not prohibit any merger, consolidation, amalgamation, disposition,
liquidation or dissolution permitted under Section 6.04 and (y) neither the Company nor any of its Subsidiaries shall be
required to preserve any right, qualification, license, permit, privilege, franchise, governmental authorization, intellectual
property right or authority to conduct its business if the Company or such Subsidiary shall determine that the preservation thereof
is no longer desirable in the conduct of business of the Company or such Subsidiary, as the case may be, and that the loss thereof
is not disadvantageous in any material respect to the Company, such Subsidiary or the Lenders. Each Borrower incorporated in a
European Union jurisdiction shall cause its registered office and “centre of main interests” (as that term is used in
Article 3(1) of the Recast Regulation) to be situated solely in its jurisdiction of incorporation and shall have an
 “establishment” (as that term is used in Article 2(10) of the Recast Regulation) situated solely in its
jurisdiction of incorporation.


 


Section 5.04. Payment
of Tax Obligations. The Company will, and will cause each of its Subsidiaries to, pay its Tax and UK Tax liabilities, that, if
not paid, would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default,
except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the
Company or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and
(c) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse
Effect.


 


Section 5.05. Maintenance
of Properties; Insurance. The Company will, and will cause each of its Subsidiaries to, (a) keep and maintain all property
material to the conduct of the business of the Company and its Subsidiaries (taken as a whole) in good working order and condition,
ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies or with a captive
insurance company that is an Affiliate of the Company, insurance in such amounts and against such risks as are customarily
maintained by companies engaged in the same or similar businesses operating in the same or similar locations.


 






    	 	97	 



     


    

 


Section 5.06. Books
and Records; Inspection Rights. The Company will, and will cause each of its Subsidiaries to, keep proper books of record and
account in which entries true and correct in all material respects are made of all material financial dealings and transactions in
relation to its business and activities and, subject to Section 5.01, in form permitting financial statements conforming with
GAAP to be derived therefrom. The Company will, and will cause each of its Subsidiaries to, permit any representatives designated by
the Administrative Agent, at reasonable times and upon reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and, provided that
the Company or such Subsidiary is afforded the opportunity to participate in such discussions, its independent accountants, all at
such reasonable times and as often as reasonably requested; provided, however, in no event shall such visitations,
inspections or examinations occur more frequently than once per calendar year so long as no Event of Default has occurred and is
continuing. The Company acknowledges that the Administrative Agent, after exercising its rights of inspection, may, subject to
Section 9.12, prepare and distribute to the Lenders certain reports pertaining to the Company and its Subsidiaries’
assets for internal use by the Administrative Agent and the Lenders. Notwithstanding anything to the contrary in this
Section 5.06, neither the Company nor any of its Subsidiaries will be required to disclose, permit the inspection, examination
or making of extracts, or discussion of, any documents, information or other matter that (i) constitutes non-financial trade
secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or any
designated representative) is then prohibited by law or any agreement binding on the Company or any of its Subsidiaries or
(iii) is subject to attorney-client or similar privilege constitutes attorney work-product.


 


Section 5.07. Compliance
with Laws .


 


(a)           The
Company will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority
applicable to it or its property (including without limitation Environmental Laws), in each case except where the failure to do so, individually
or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Company will maintain in effect and
enforce policies and procedures reasonably designed to promote compliance in all material respects by the Company, its Subsidiaries and
their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


(b)           Each
Swiss Borrower shall be compliant with the Swiss Non-Bank Rules; provided, however, that a Swiss Borrower shall not be
in breach of this Section 5.07(b) if such number of creditors (which are not Swiss Qualifying Banks) is exceeded solely by
reason of a breach by one or more Lenders of a confirmation contained in Section 2.17(k) or a failure by one or more Lenders
to comply with their obligations and transfer restrictions in Section 9.04.


 


(c)           For
the purposes of paragraph (b) above, the Swiss Borrowers shall assume that the aggregate number of Lenders which are not Swiss Qualifying
Banks is 10 (ten).


 


Section 5.08. Use
of Proceeds. The proceeds of the Loans will be used only to finance the working capital needs, and for general corporate
purposes, of the Company and its Subsidiaries (including, without limitation, (i) to refinance the Company’s existing
5.75% senior unsecured notes due June 2025 and (ii) to make Permitted Acquisitions). No part of the proceeds of any Loan
will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X. No Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and the
Company shall procure that its other Subsidiaries shall not use, the proceeds of any Borrowing or Letter of Credit (i) for the
purpose of making 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 in any material respect of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or
facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case,
in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to
any party hereto. The undertaking given in the immediately preceding sentence shall not be given (i) by any Loan Party or
(ii) to any Lender to the extent that such undertaking would result in any violation of, conflict with or liability under EU
Regulation (EC) 2271/96, section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung) or a similar
anti-boycott statute.


 






    	 	98	 



     


    

 


Section 5.09. Subsidiary
Guaranty. As promptly as possible but in any event within forty-five (45) days (or such later date as may be agreed upon by
the Administrative Agent) after delivery of the applicable annual Compliance Certificate showing that any Person qualifies as a
Material Domestic Subsidiary (other than Excluded Subsidiaries), the Company shall cause such Material Domestic Subsidiary to
deliver to the Administrative Agent a joinder to the Subsidiary Guaranty (in substantially the form contemplated thereby) pursuant
to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty to be accompanied by
appropriate corporate resolutions, other customary corporate documentation and legal opinions, to the extent reasonably requested by
the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and its counsel.


 


ARTICLE VI


 


Negative Covenants


 


Until the Commitments have
expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters
of Credit have expired or terminated (or shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory
to the Administrative Agent) and all LC Disbursements shall have been reimbursed, the Company covenants and agrees with the Lenders that:


 


Section 6.01. Liens.
The Company will not, and will not permit any Subsidiary to, create or suffer to exist, any Lien on or with respect to any of its
properties, whether now owned or hereafter acquired, or assign any right to receive income other than:


 


(a)           Liens
pursuant to any Loan Document (including Liens on any cash in favor of an Issuing Bank required pursuant to the terms of this Agreement);


 


(b)           Liens
existing on the Effective Date (i) that do not exceed $1,000,000 or (ii) are listed on Schedule 6.01 and any renewals
or extensions thereof; provided that the property covered thereby is not increased and any renewal or extension of the obligations
secured or benefited thereby is permitted by Section 6.03(b);


 


(c)           Liens
for taxes not yet due or which are being contested in good faith and by appropriate proceedings in the circumstances, if adequate reserves
with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


(d)           carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of
business which are not overdue for a period of more than sixty (60) days or which are being contested in good faith and by appropriate
proceedings in the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the
extent required in accordance with GAAP;


 


(e)           pledges
or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social
security legislation (including, but not limited to, section 8a of the German Semi-retirement Act (Altersteilzeitgesetz) and section
7d of the German Social Law Act No. 4 (Sozialgesetzbuch) but other than any Lien imposed by ERISA), including cash collateral
for obligations in respect of letters of credit, guarantee obligations or similar instruments related to the foregoing, and deposits
securing liability insurance carriers under insurance or self-insurance arrangements in the ordinary course of business;


 






    	 	99	 



     


    

 


(f)            pledges
or deposits (including cash collateral for obligations in respect of letters of credit and bank guarantees) to secure the performance
of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments
or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;


 


(g)           easements,
rights-of-way, restrictions and other similar encumbrances affecting real property and other minor defects or irregularities in title
and other similar encumbrances including the reservations, limitations, provisos and conditions, which, in the aggregate, are not substantial
in amount, and which do not in any case materially detract from the value of the property of the Company and its Subsidiaries taken as
a whole or materially interfere with the ordinary conduct of the business of the applicable Person;


 


(h)           Liens
securing Indebtedness permitted under Section 6.03(d); provided that (i) such Liens do not at any time encumber any
property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost
or fair market value, whichever is lower, of the property being acquired on the date of acquisition;


 


(i)            Liens
securing Indebtedness permitted under Section 6.03(r);


 


(j)            statutory
rights of set-off arising in the ordinary course of business;


 


(k)           Liens
existing on property at the time of acquisition thereof by the Company or any Subsidiary and not created in contemplation thereof;


 


(l)            Liens
existing on property of a Subsidiary at the time such Subsidiary is merged, consolidated or amalgamated with or into, or acquired by,
the Company or any Subsidiary or becomes a Subsidiary and not created in contemplation thereof;


 


(m)          Liens
in favor of banks which arise under Article 4 of the Uniform Commercial Code on items in collection and documents relating thereto
and the proceeds thereof or which arise under banks’ standard terms and conditions;


 


(n)           judgment
Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII or Liens securing
appeal or surety bonds related to such judgments;


 


(o)           any
interest or title of a landlord, lessor or sublessor under any lease of real estate or any Lien affecting solely the interest of the
landlord, lessor or sublessor;


 


(p)           leases,
licenses, subleases or sublicenses granted (i) to others not interfering in any material respect with the business of the Company
and its Subsidiaries, taken as a whole, or (ii) between or among any of the Loan Parties or any of their Subsidiaries;


 


(q)           purported
Liens evidenced by the filing of precautionary UCC financing statements, PPSA financing statements or similar filings relating to operating
leases of personal property entered into by the Company or any of its Subsidiaries in the ordinary course of business;


 






    	 	100	 



     


    

 


(r)            any
interest or title of a licensor under any license or sublicense entered into by the Company or any Subsidiary as a licensee or sublicensee
(i) existing on the Effective Date or (ii) in the ordinary course of its business;


 


(s)           with
respect to any real property, immaterial title defects or irregularities that do not, individually or in the aggregate, materially impair
the use of such real property;


 


(t)            Liens
on any cash earnest money deposits or other escrow arrangements made in connection with any letter of intent or purchase agreement;


 


(u)           Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation
of goods;


 


(v)           Liens
arising out of Sale and Leaseback Transactions;


 


(w)           customary
rights of first refusal, “tag along” and “drag along” rights, and put and call arrangements under joint venture
agreements;


 


(x)            Liens
on treasury stock of the Company;


 


(y)           Liens
(x) in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments
on deposit with or in possession of such bank, (y) attaching to commodity trading accounts or other brokerage accounts incurred
in the ordinary course of business or (z) in favor of banking institutions arising as a matter of law or standard business terms
and conditions encumbering deposits (including the right of setoff) and which are within the general parameters customary in the banking
industry;


 


(z)            Liens
securing obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Agreement;


 


(aa)         other
Liens securing liabilities or assignments of rights to receive income in an aggregate amount at any time outstanding not to exceed the
greater of (i) $150,000,000 and (ii) 15% of Consolidated Tangible Assets (calculated as of the end of the immediately preceding
fiscal quarter for which the Company’s financial statements were most recently delivered pursuant to Section 5.01(a) or
(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or
(b), the most recent financial statements referred to in Section 3.04(a)) at any time outstanding; provided that, for the
avoidance of doubt, no Default or Event of Default shall be deemed to have occurred if, at the time of the creation, incurrence, assumption
or initial existence thereof, such Liens were permitted to be incurred pursuant to this clause (aa) notwithstanding a decrease after
such time in the basket amount permitted under this clause (aa) as a result of a decrease in Consolidated Tangible Assets; and


 


(bb)         Liens
on property or assets deposited with a trustee or paying agent or otherwise segregated or held in trust or under an escrow or other funding
arrangement for the sole purpose of repurchasing, redeeming, defeasing, repaying, satisfying and discharging or otherwise acquiring or
retiring Indebtedness.


 






    	 	101	 



     


    

 


Section 6.02. Acquisitions.
The Company will not, and will not permit any Subsidiary to, acquire (in one or a series of transactions) all of the capital stock
or equity interests or all or substantially all of the assets of any Person, unless (i) immediately before and after giving
effect thereto, no Default shall have occurred and be continuing or would result therefrom and (ii) if the aggregate amount
invested (including assumed debt) is greater than $375,000,000, relevant financial information, statements and projections
reasonably requested by the Administrative Agent in respect of the Company and its Subsidiaries as of the end of the most recent
fiscal quarter for the four fiscal quarters most recently ended giving effect to the acquisition of the company or business pursuant
to this Section 6.02 are delivered to the Administrative Agent not less than five (5) Business Days prior to the
consummation of any such acquisition or series of acquisitions, together with a certificate of a Responsible Officer of the Company
delivered to the Lenders demonstrating pro forma compliance with Section 6.10 after giving effect to such acquisition or series
of acquisitions.


 


Section 6.03. Indebtedness.
The Company will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist, any Indebtedness, except:


 


(a)           Indebtedness
under the Loan Documents;


 


(b)           Indebtedness
that (i) is outstanding on the Effective Date that is less than $2,000,000 individually or $15,000,000 in the aggregate or (ii) arises
or is incurred under agreements listed on Schedule 6.03, and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by
an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with
such refinancing and by an amount equal to any existing commitments unutilized thereunder;


 


(c)           obligations
(contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Agreement; provided that such obligations
are (or were) entered into in the ordinary course of business, and not for purposes of speculation;


 


(d)           Indebtedness
in respect of finance leases and purchase money obligations for fixed or capital assets and any refinancings, refundings, renewals or
extensions thereof; provided further that the amount of such Indebtedness is not increased at the time of such refinancing, refunding,
renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably
incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; provided
that the only property subject to such finance leases and purchase money obligations is the property so acquired;


 


(e)           Indebtedness
that may be deemed to exist pursuant to surety bonds, appeal bonds, supersedeas bonds or similar obligations incurred in the ordinary
course of business;


 


(f)            so
long as no Default has occurred and is continuing or would result therefrom at the time of incurrence, any unsecured Indebtedness of
(x) the Company or any Subsidiary Guarantor and (y) any Foreign Subsidiary Borrower, in the case of clause (y), in an aggregate
principal amount not to exceed the greater of (i) $200,000,000 and (ii) 20% of Consolidated Tangible Assets (calculated as
of the end of the immediately preceding fiscal quarter for which the Company’s financial statements were most recently delivered
pursuant to Section 5.01(a) or (b) or, if prior to the date of the delivery of the first financial statements to be delivered
pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)); provided that, in each case, such Indebtedness is not senior in right of payment to the payment of the Indebtedness arising under this Agreement
and the Loan Documents;


 


(g)           Indebtedness
of a Subsidiary of the Company to the Company or any of the Company’s other Subsidiaries or Indebtedness of the Company to any
Subsidiary of the Company in connection with loans or advances; provided that each item of intercompany debt shall be unsecured
and such Indebtedness shall only be permitted under this clause (g) to the extent it will be eliminated for purposes of the consolidated
financial statements of the Company in accordance with GAAP;


 






    	 	102	 



     


    

 


(h)           Indebtedness
arising as a result of the endorsement in the ordinary course of business of negotiable instruments in the course of collection;


 


(i)            [reserved];


 


(j)            Guarantees
by the Company of Indebtedness of any Subsidiary of the Company and by any Subsidiary of the Company of Indebtedness of the Company or
any other Subsidiary of the Company; provided that the Indebtedness so Guaranteed is permitted by this Section 6.03;


 


(k)           Indebtedness
owed to any Person providing workers' compensation, health, disability or other employee benefits or property, casualty, liability or
other insurance to the Company or any Subsidiary of the Company, including pursuant to reimbursement or indemnification obligations to
such Person, in each case incurred in the ordinary course of business;


 


(l)            customary
contingent indemnification obligations to purchasers in connection with any disposition;


 


(m)          Indebtedness
of any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Indebtedness exists at the time
such Person becomes a Subsidiary and is not created in contemplation thereof and any refinancings, refundings, renewals or extensions
thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or
extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred,
in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;


 


(n)           Indebtedness
in respect of netting services, cash management obligations, overdraft protections and otherwise in connection with deposit accounts
and Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently
(except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business;


 


(o)           Indebtedness
with respect to the deferred purchase price of property acquired and any refinancings, refundings, renewals or extensions thereof; provided
that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by
an amount equal to any existing commitments unutilized thereunder or by an amount equal to a reasonable premium or other reasonable amount
paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments
unutilized thereunder;


 


(p)           Indebtedness
incurred in respect of credit cards, credit card processing services, debit cards, stored value cards or purchase cards (including so-called
 “procurement cards” or “P-cards”), in each case, incurred in the ordinary course of business;


 


(q)           contingent
liabilities in respect of any indemnification obligations, adjustment of purchase price, non-compete, or similar obligations (other than
Guarantees of any Indebtedness for borrowed money) of the Company or any Subsidiary of the Company incurred in connection with the consummation
of one or more acquisitions; and


 






    	 	103	 



     


    

 


(r)            other
Indebtedness (exclusive of Indebtedness permitted under clauses (a) through (q) above) in an aggregate principal amount not
to exceed the greater of (i) $150,000,000 and (ii) 15% of Consolidated Tangible Assets (calculated as of the end of the immediately
preceding fiscal quarter for which the Company’s financial statements were most recently delivered pursuant to Section 5.01(a) or
(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or
(b), the most recent financial statements referred to in Section 3.04(a)) at any time outstanding; provided that, for the
avoidance of doubt, no Default or Event of Default shall be deemed to have occurred if, at the time of the creation, incurrence, assumption
or initial existence thereof, such Indebtedness was permitted to be incurred pursuant to this clause (r) notwithstanding a decrease
after such time in the basket amount permitted under this clause (r) as a result of a decrease in Consolidated Tangible Assets.


 


Section 6.04. Fundamental
Changes. The Company will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate or
amalgamate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of the assets of the Company and its Subsidiaries, taken as a whole (whether now owned or hereafter acquired) to
or in favor of any Person, except that, so long as no Default exists or would result therefrom:


 


(a)           any
Subsidiary may (i) merge or consolidate with or into the Company, provided that the Company shall be the continuing or surviving
Person or (ii) merge, consolidate or amalgamate with any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary
is merging or amalgamating with another Subsidiary, the wholly owned Subsidiary shall be the continuing or surviving Person (or the continuing
corporation resulting from such amalgamation shall be a wholly owned Subsidiary);


 


(b)           any
Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another
Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either
be the Company or a wholly-owned Subsidiary;


 


(c)           the
Company or any Subsidiary may merge (or, in the case of a Subsidiary, amalgamate) with any Person in a transaction that would be an acquisition
or a Disposition that is permitted under this Agreement; provided that in the case of an acquisition (i) if the Company is
a party to such merger, it shall be the continuing or surviving Person, or (ii) if any Subsidiary Guarantor or Subsidiary Borrower
is a party to such merger or amalgamation, such Subsidiary shall be the continuing or surviving Person (or the continuing corporation
resulting from such amalgamation shall be a Subsidiary Guarantor or Subsidiary Borrower, as applicable, and shall have executed and delivered
to the Administrative Agent a confirmation to that effect reasonably satisfactory to the Administrative Agent); and


 


(d)           the
Company may Dispose of its Treasury Stock.


 


Section 6.05. Restricted
Payments. The Company will not, and will not permit any of its Subsidiaries to, declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:


 


(a)           each
Subsidiary may make Restricted Payments to the Company and to other Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned
Subsidiary, such Restricted Payment may be made to each other owner of capital stock or other equity interests of such Subsidiary on
a pro rata basis based on their relative ownership interests);


 






    	 	104	 



     


    

 


(b)           the
Company and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other
common equity interests of such Person;


 


(c)           the
Company and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common equity interests or
warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issue of new shares of its
common stock or other common equity interests;


 


(d)           the
Company and each Subsidiary may (i) make distributions to or payments on behalf of current and former employees, officers, or directors
of the Company and its Subsidiaries (or any spouses, ex-spouses, trusts or estates of any of the foregoing) on account of exercises,
purchases, redemptions or other acquisitions of Equity Interests of the Company or its Subsidiaries held by such Persons (including to
pay for the taxes payable by such Persons in connection with a grant or award of Equity Interests of the Company or its Subsidiaries
or upon the vesting thereof) and (ii) repurchase Equity Interests issued to current or former employees, officers, directors or
managers upon death, disability or termination of employment of such person or pursuant to the terms of any subscription, stockholder
or other agreement or plan approved by Company’s or such Subsidiary's board of directors (or any committee thereof); and


 


(e)           the
Company may declare and pay cash dividends to its stockholders and purchase, redeem or otherwise acquire shares of its capital stock
or warrants, rights or options to acquire any such shares for cash; provided that (i) the Company is in compliance with the
Leverage Ratio set forth in Section 6.10(a) (calculated as of the end of the immediately preceding fiscal quarter for which
the Company’s financial statements were most recently delivered pursuant to Section 5.01(a) or (b)) on a pro forma basis
immediately after giving effect to such proposed action in this clause (e) and the incurrence of any Indebtedness incurred
to take any such proposed action in this clause (e) and (ii) immediately after giving effect to such proposed action
in this clause (e), no Event of Default would exist.


 


Section 6.06. Change
in Nature of Business. The Company will not, and will not permit any of its Subsidiaries to, enter into any material line of
business if, after giving effect thereto, the business of the Company and its Subsidiaries, taken as a whole, would be substantially
different from the business in which the Company and its Subsidiaries, taken as a whole, are presently engaged, provided that
this Section 6.06 shall not prohibit the Company or its Subsidiaries from entering into (x) any line of business that is
reasonably related, incidental, ancillary or complementary to, or any reasonable extension, development or expansion of, the
business in which the Company and its Subsidiaries, taken as a whole, are presently engaged, or (y) any other non-core
incidental businesses acquired in connection with any acquisition or investment not prohibited hereunder.


 


Section 6.07. [Intentionally
Omitted].


 


Section 6.08. Burdensome
Agreements. The Company will not, and will not permit any of its Subsidiaries to, enter into any Contractual Obligation that:
limits the ability (a) of any Subsidiary to make Restricted Payments to the Company; (b) of any Subsidiary to Guarantee
the Indebtedness of the Borrowers under the Loan Documents or (c) of the Company or any Subsidiary to create, incur, assume or
suffer to exist Liens on property of such Person to secure the obligations of the Loan Parties under the Loan Documents, other than,
in each case limitations and restrictions:


 


(a)           set
forth in this Agreement and any other Loan Document;


 






    	 	105	 



     


    

 


(b)           on
subletting or assignment of any leases or licenses of the Company or any Subsidiary or on the assignment of a Contractual Obligation
or any rights thereunder or any other customary non-assignment provisions, in each case entered into in the ordinary course of business;


 


(c)           set
forth in Contractual Obligations for the disposition of assets (including any Equity Interests in any Subsidiary) of the Company or any
Subsidiary of the Company; provided such restrictions and conditions apply only to the assets or Subsidiary that is to be sold;


 


(d)           [reserved];


 


(e)           set
forth in any Contractual Obligation governing Indebtedness permitted under Section 6.03(b), (d), (f), (j), (m), (o) and (r);


 


(f)            with
respect to cash or other deposits (including escrowed funds) received by Company or any Subsidiary in the ordinary course of business
and assets subject to Liens permitted by Section 6.01(b), (e), (f), (h), (j), (k), (l), (n), (t), (v) and (z);


 


(g)           set
forth in joint venture agreements and other similar agreements concerning joint ventures and applicable solely to such joint venture;


 


(h)           set
forth in any Contractual Obligation relating to an asset being acquired existing at the time of acquisition or a Subsidiary existing
at the time such Subsidiary is merged, consolidated or amalgamated with or into, or acquired by, the Company or any Subsidiary or becomes
a Subsidiary and, in each case, not in contemplation thereof;


 


(i)            contained
in any trading, netting, operating, construction, service, supply, purchase, credit card, credit card processing service, debit card,
stored value card, purchase card (including a so-called “procurement card” or “P-card”) or other agreement to
which the Company or any of its Subsidiaries is a party and entered into in the ordinary course of business; provided that such agreement
prohibits the encumbrance of solely the property or assets of the Company or such Subsidiary that are the subject of such agreement,
the payment rights arising thereunder, the accounts associated with such agreement, or the proceeds thereof and does not extend to any
other asset or property of the Company or such Subsidiary or the assets or property of any other Subsidiary;


 


(j)            (A) existing
by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company
or any Material Subsidiary not otherwise prohibited by this Agreement (so long as such limitation or restriction applies only to the
property or assets subject to such transfer, agreement to transfer, option, right or Lien), (B) contained in mortgages, pledges
or other security agreements securing Indebtedness of a Subsidiary to the extent restricting the transfer of the property or assets subject
thereto, (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement
agreements of the Company or any Subsidiary, (D) pursuant to customary provisions in any swap or derivative transactions (including
any Swap Agreement), (E) pursuant to customary provisions in leases or licenses of intellectual property (or in other contracts
governing intellectual property rights) and other similar agreements entered into in the ordinary course of business, (F) pursuant
to customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Company has determined
in good faith that such net worth provisions would not reasonably be expected to impair the ability of Company and its Subsidiaries to
meet their ongoing obligations or (G) on cash or other deposits imposed by customers under contracts entered into in the ordinary
course of business;


 






    	 	106	 



     


    

 


(k)           customary
restrictions and conditions contained in the document relating to Liens permitted under this Agreement, so long as (1) such restrictions
or conditions relate only to the specific asset subject to such Lien, and (2) such restrictions and conditions are not created for
the purpose of avoiding the restrictions imposed by this Section 6.08; or


 


(l)           customary
restrictions required by, or arising by operation of law under, applicable law, rule or regulation to the extent contained in a
document relating to the Equity Interests or governance of any Foreign Subsidiary that is not a Borrower.


 


Section 6.09. Use
of Proceeds. The Company will not, and will not permit any Subsidiary to, use the proceeds of any Loans or Letters of Credit,
whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the
meaning of Regulation U of the Board) or to extend credit to others for the purpose of purchasing or carrying margin stock or to
refund indebtedness originally incurred for such purpose, in each case, in violation of Regulation U of the Board.


 


Section 6.10. Financial
Covenants.


 


(a)           Maximum
Leverage Ratio. The Company will not permit the ratio (the “Leverage Ratio”), determined as of the last day of
each of its fiscal quarters ending on and after June 30, 2022, of (i) (x) Consolidated Indebtedness minus (y) the
Liquidity Amount, in each case as of the last day of such fiscal quarter to (ii) Consolidated EBITDA for the period of four (4) consecutive
fiscal quarters ending with the last day of such fiscal quarter, all calculated for the Company and its Subsidiaries on a consolidated
basis, to be greater than 3.50 to 1.00; provided that the Company may, by written notice to the Administrative Agent for distribution
to the Lenders (which notice may be in the compliance certificate delivered by the Company pursuant to Section 5.01(c) for
the applicable fiscal quarter) and not more than twice during the term of this Agreement, elect to increase the maximum Leverage Ratio
to 4.00 to 1.00 for a period of three (3) consecutive fiscal quarters in connection with an acquisition that involves the payment
of consideration by the Company and/or its Subsidiaries in excess of $75,000,000 occurring during the first of such three (3) fiscal
quarters (each such period, an “Adjusted Covenant Period”) and (y) notwithstanding the foregoing clause (x),
the Company may not elect an Adjusted Covenant Period for at least two (2) full fiscal quarters following the end of an Adjusted
Covenant Period before a new Adjusted Covenant Period is available again pursuant to the preceding clause (x) for a new period of
three (3) consecutive fiscal quarters. For purposes of calculations under this Section 6.10(a), Consolidated Indebtedness shall
not include 75% of the principal amount of any mandatorily convertible unsecured bonds, debentures, preferred stock or similar instruments
in a principal amount not to exceed $500,000,000 in the aggregate during the term of this Agreement which are payable in no more than
three years (whether by redemption, call option or otherwise) solely in common stock or other common equity interests.


 


Notwithstanding the foregoing,
the following changes shall be automatically deemed to be made to Section 6.10(a) on, and with effect as of, the date on which
(1) changes that are the substantial equivalent of the following changes are made to the corresponding provisions of both the “LG
Facility Agreement” and the “Shelf Agreement”, in each case as defined in the Company’s most recent applicable
filings with the SEC and (2) the Administrative Agent shall have received from the Company an executed copy of each such amendment
making such conforming changes, in each case such amendment being confirmed by the Company in writing to be effective:


 


(I) each of the two
references in Section 6.10(a) to “period of three (3) consecutive fiscal quarters” shall be restated in
their entirety in each case to read “period commencing with the fiscal quarter in which the applicable acquisition occurs and
the four (4) consecutive full fiscal quarters ending thereafter”; and


 






    	 	107	 



     


    

 


(II) the reference in
Section 6.10(a) to “during the first of such three (3) fiscal quarters” shall be restated in its entirety
to read “during the fiscal quarter in which the applicable acquisition occurs”.


 


(b)           Minimum
Interest Coverage Ratio. The Company will not permit the ratio (the “Interest Coverage Ratio”), determined as
of the last day of each of its fiscal quarters ending on and after June 30, 2022, of (i) Consolidated EBITDA to (ii) Consolidated
Interest Expense, in each case for the period of four (4) consecutive fiscal quarters ending with the last day of such fiscal quarter,
all calculated for the Company and its Subsidiaries on a consolidated basis, to be less than 3.00 to 1.00.


 


Section 6.11. UK
Pensions. The Company will ensure it is not knowingly (including where it ought reasonably to know it is) a party, and will use
best endeavors to procure that no Subsidiary is a party, to any act or omission in relation to the Milacron Pension Scheme which has
or is reasonably likely to have a Material Adverse Effect (including, without limitation, in relation to the issuance of a
contribution notice or financial support direction by the Pensions Regulator for the purposes of the United Kingdom Pensions Act
2004 or the exercise of any Criminal Pension Power by the Pensions Regulator or CPS).


 


ARTICLE VII


 


Events of Default


 


If any of the following events
(“Events of Default”) shall occur:


 


(a)           any
Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement or fail to make
a payment pursuant to Article X, in each case when and as the same shall become due and payable and in the Agreed Currency
required hereunder, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;


 


(b)           any
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of
this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable and in the Agreed
Currency required hereunder, and such failure shall continue unremedied for a period of five (5) Business Days;


 


(c)           any
representation or warranty made or deemed made by or on behalf of any Borrower or any Subsidiary in this Agreement or any other Loan
Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial
statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or
modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made;


 


(d)           any
Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with respect to
any Borrower’s existence), 5.08 or 5.09, in Article VI or in Article X;


 


(e)           any
Borrower or any Subsidiary Guarantor, as applicable, shall fail to observe or perform any covenant, condition or agreement contained
in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or any other Loan Document, and
such failure shall continue unremedied for a period of thirty (30) days after notice thereof from the Administrative Agent to the
Company (which notice will be given at the request of any Lender);


 






    	 	108	 



     


    

 


(f)            the
Company or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any
Material Indebtedness, when and as the same shall become due and payable, which is not cured within any applicable grace period therefor;


 


(g)           any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits,
after the expiration of any applicable grace period, and delivery of any applicable required notice, provided in the applicable agreement
or instrument under which such Indebtedness was created, the holder or holders of such Material Indebtedness or any trustee or agent
on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to (i) secured Material
Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (ii) any
Material Indebtedness that becomes due as a result of a refinancing thereof permitted by Section 6.01, (iii) any reimbursement
obligation in respect of a letter of credit as a result of a drawing thereunder by a beneficiary thereunder in accordance with its terms,
(iv) any such Material Indebtedness that is mandatorily prepayable prior to the scheduled maturity thereof with the proceeds of
the issuance of capital stock, the incurrence of other Indebtedness or the sale or other disposition of any assets, so long as such Material
Indebtedness that has become due is so prepaid in full with such net proceeds required to be used to prepay such Material Indebtedness
when due (or within any applicable grace period) and such event shall not have otherwise resulted in an event of default with respect
to such Material Indebtedness, (v) any redemption, conversion or settlement of any such Material Indebtedness that is convertible
into Equity Interests (and cash in lieu of fractional shares) and/or cash (in lieu of such Equity Interests in an amount determined by
reference to the price of the common stock of the Company at the time of such conversion or settlement) in the Company pursuant to its
terms unless such redemption, conversion or settlement results from a default thereunder or an event of a type that constitutes an Event
of Default, (vi) prepayments required by the terms of Indebtedness as a result of customary provisions in respect of illegality,
replacement of lenders and gross-up provisions for Taxes, increased costs, capital adequacy and other similar customary requirements
and (vii) any voluntary prepayment, redemption or other satisfaction of Indebtedness that becomes mandatory in accordance with the
terms of such Indebtedness solely as the result of the Company or any Subsidiary delivering a prepayment, redemption or similar notice
with respect to such prepayment, redemption or other satisfaction;


 


(h)           (1) an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other
relief in respect of the Company or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect (including, without limitation, any applicable
provisions or any corporations legislation) or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator
or similar official for the Company or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding
or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall
be entered, (2) a UK Insolvency Event shall occur in respect of any UK Relevant Entity or (3) a German Insolvency Event shall
occur in respect of any German Borrower;


 






    	 	109	 



     


    

 


(i)            the
Company or any Material Subsidiary (other than any UK Relevant Entity or German Borrower) shall (i) voluntarily commence any proceeding
or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect (including, without limitation, any applicable provisions or any corporations
legislation), (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition
described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Company or any Material Subsidiary or for a substantial part of its assets, (iv) file
an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment
for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;


 


(j)            the
Company or any Material Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become
due;


 


(k)           judgments
or orders for the payment of money in excess of $75,000,000 in the aggregate (net of any amounts that are covered by a valid and binding
policy of insurance between the defendant and the insurer covering payment thereof and as to which such insurer, which shall be rated
at least “A” by A.M. Best Company, has been notified of, and has not disputed the claim made for payment of, the amount
of such judgment or order) shall be rendered against the Company or any of its Subsidiaries and remain undischarged or unpaid and either
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any
period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise,
shall not be in effect;


 


(l)            an
ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected
to result in a Material Adverse Effect;


 


(m)          the
Company or any of its Subsidiaries shall have been notified that any of them has, in relation to the Milacron Pension Scheme, incurred
a debt or other liability under section 75 or 75A of the United Kingdom Pensions Act 1995, or has been issued with a contribution notice
or financial support direction (as those terms are defined in the United Kingdom Pensions Act 2004) or has been subject to the exercise
of any Criminal Pension Power, or otherwise is determined by a Governmental Authority to be liable to pay any other amount in respect
of the Milacron Pension Scheme, in each case that would reasonably be expected to result in a Material Adverse Effect;


 


(n)           a
Change in Control shall occur; or


 






    	 	110	 



     


    

 


(o)           any
material provision of the Subsidiary Guaranty for any reason (other than the release of any Subsidiary Guarantor permitted under this
Agreement or any other Loan Document) ceases to be valid, binding and enforceable in accordance with its terms (or any Subsidiary Guarantor
shall challenge the enforceability of the Subsidiary Guaranty or shall assert in writing, or engage in any action or inaction based on
any such assertion, that any provision of the Subsidiary Guaranty has ceased to be or otherwise is not valid, binding and enforceable
in accordance with its terms);


 


then, and in every such event (other than an
event with respect to any Borrower described in clause (h) or (i) of this Article), and at any time thereafter during
the continuance of such event, the Administrative Agent may with the consent of the Required Lenders, and shall at the request of the
Required Lenders, by notice to the Company, take any or all of the following actions, at the same or different times: (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and
payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due
and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and
all fees and other Obligations of the Borrowers accrued hereunder and under the other Loan Documents, shall become due and payable immediately,
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers and (iii) require
that the Company provide cash collateral as required in Section 2.06(j); and in case of any event with respect to any Borrower described
in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under the other Loan Documents,
shall automatically become due and payable, and the obligations of the Company to cash collateralize the LC Exposure as provided in clause
(iii) above shall automatically become effective, in each case without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrowers. Subject to the foregoing with respect to Term Loan Commitments before the Term Loan
Funding Date, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request
of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law
or equity.


 


ARTICLE VIII


 


The Administrative Agent


 


Section 8.01. General
Matters.


 


(a)           Each
of the Lenders and the Issuing Banks hereby irrevocably appoints JPMorgan Chase Bank, N.A. as its agent and authorizes the Administrative
Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated
to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.
The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders (including the Swingline Lender
and the Issuing Banks), and neither the Company nor any other Loan Party shall have rights as a third party beneficiary of any of such
provisions. It is understood and agreed that the use of the term “agent” as used herein or in any other Loan Documents (or
any similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create
or reflect only an administrative relationship between independent contracting parties.


 


(b)           The
bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from,
lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were
not the Administrative Agent hereunder.


 






    	 	111	 



     


    

 


(c)           The
Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting
the generality of the foregoing, (i) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless
of whether a Default has occurred and is continuing, (ii) the Administrative Agent shall not have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that
the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (iii) except as expressly set forth
in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative
Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined
by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge
of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made
in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or
in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or
conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document
or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere
in any Loan Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic
Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature
page), other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


(d)           The
Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper
Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by
the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken
or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


(e)           The
Administrative Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise
its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to
any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well as their respective activities as
the Administrative Agent.


 


(f)            Subject
to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign
at any time by notifying the Lenders, the Issuing Banks and the Company. Upon any such resignation, the Required Lenders shall have the
right (with the consent of the Company (such consent not to be unreasonably withheld or delayed), provided that no consent of the Company
shall be required if an Event of Default under clauses (a), (b), (h), (i) or (j) of Article VII has occurred and
is continuing) to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such
appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative
Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office
in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by
a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower
to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower
and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03
shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.


 






    	 	112	 



     


    

 


(g)           Each
Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility,
(ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be
applicable to such Lender or such Issuing Bank, in each case in the ordinary course of business, and not for the purpose of purchasing,
acquiring or holding any other type of financial instrument (and each Lender and each Issuing Bank agrees not to assert a claim in contravention
of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent, any Arranger, or any other Lender
or any other Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold
Loans hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide
other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising
discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced
in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender and each Issuing Bank also acknowledges
that it will, independently and without reliance upon the Administrative Agent, any Arranger or any other Lender or any other Issuing
Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material,
non-public information within the meaning of the United States securities laws concerning the Company and its Affiliates) as it shall
from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished hereunder or thereunder.


 


(h)           None
of the Lenders, if any, identified in this Agreement as a Co-Syndication Agent or Co-Documentation Agent shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting
the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes
the same acknowledgments with respect to the relevant Lenders in their respective capacities as Co-Syndication Agents or Co-Documentation
Agents, as applicable, as it makes with respect to the Administrative Agent in the preceding paragraph.


 


(i)           The
Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth
herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive
right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest
has become due and payable pursuant to the terms of this Agreement.


 






    	 	113	 



     


    

 


(j)


 


(i)            Each
Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in
its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment,
prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were
erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof),
such Lender shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount
of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect
of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid
to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such
Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment
with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without
limitation any defense based on “discharge for value” or any similar doctrine.  A notice of the Administrative Agent
to any Lender under this Section 8.01(j) shall be conclusive, absent manifest error.


 


(ii)           Each
Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that
is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or
any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied
by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment.  Each Lender
agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender
shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly,
but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or
portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and
including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative
Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation from time to time in effect.


 


(iii)          The
Company and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered
from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all
the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise
satisfy any Obligations owed by the Company or any other Loan Party, except to the extent such erroneous Payment is, and solely with
respect to the amount of such erroneous Payment that is, comprised of funds received by the Administrative Agent from the Company or
any other Loan Party for the purpose of satisfying an Obligation.


 


(iv)          Each
party’s obligations under this Section 8.01(j) shall survive the resignation or replacement of the Administrative Agent
or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction
or discharge of all Obligations under any Loan Document.


 


Section 8.02. Posting
of Communications.


 


(a)           The
Borrowers agree that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders and
the Issuing Banks by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic platform
chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).


 






    	 	114	 



     


    

 


(b)           Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented
or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system)
and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic
Platform only on a deal-by-deal basis, each of the Lenders, the Issuing Banks and the Borrowers acknowledges and agrees that the distribution
of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or
vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there may be confidentiality
and other risks associated with such distribution. Each of the Lenders, the Issuing Banks and the Borrowers hereby approves distribution
of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.


 


(c)           THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC
PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES
IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY LOAN PARTY,
ANY ARRANGER, ANY CO-SYNDICATION AGENT, ANY CO-DOCUMENTATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE
PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY
KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT
OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET
OR THE APPROVED ELECTRONIC PLATFORM except TO THE EXTENT OF direct AND ACTUAL damages AS
ARE determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT ON THE PART OF THE APPLICABLE PARTIES; PROVIDED THAT NOTHING IN THIS SENTENCE SHALL LIMIT THE COMPANY’S
INDEMNITY OBLIGATIONS TO ANY INDEMNITEE UNDER SECTION 9.03 IN RESPECT OF CLAIMS MADE BY THIRD PARTIES FOR ANY DIRECT OR INDIRECT
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES.


 


(d)           Each
Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted
to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan
Documents. Each Lender and each Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form
of electronic communication) from time to time of such Lender’s or such Issuing Bank’s (as applicable) email address to which
the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.


 






    	 	115	 



     


    

 



 


(e)            Each
of the Lenders, the Issuing Banks and the Borrowers agree that the Administrative Agent may, but (except as may be required by applicable
law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s
generally applicable document retention procedures and policies.


 


(f)            Nothing
herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.


 


Section 8.03.     Certain
ERISA Matters.


 


(a)            Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent, and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Company or
any other Loan Party, that at least one of the following is and will be true:


 


(i)            such
Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection
with the Loans, the Letters of Credit or the Commitments,


 


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


 


(iii)            (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 


(iv)            such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.


 


(b)            In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has
provided another representation, warranty and covenant as provided in 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 Arrangers, the Co-Syndication Agents, the Co-Documentation Agents or any of their respective Affiliates,
and not, for the avoidance of doubt, to or for the benefit of the Company or any other Loan Party, that none of the Administrative Agent,
or the Arrangers, the Co-Syndication Agents, the Co-Documentation Agents or any of their respective Affiliates is a fiduciary with respect
to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under
this Agreement, any Loan Document or any documents related hereto or thereto).


 






    	 	116	 



     


    

 


(c)            The
Administrative Agent and each Arranger, Co-Syndication Agent and Co-Documentation Agent hereby informs the Lenders that each such Person
is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions
contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an
Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments,
this Agreement and any other Loan Documents, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments
for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or
(iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise,
including structuring fees, commitment fees, arrangement fees, facility fees, commitment fees, upfront fees, underwriting fees, ticking
fees, agency fees, administrative agent fees or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting
fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage
or other early termination fees or fees similar to the foregoing.


 


ARTICLE IX


 


Miscellaneous


 


Section 9.01.     Notices.
(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below)
or as otherwise permitted pursuant to Section 5.01 or 5.02, all notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:


 


(i)            if
to any Borrower, to it c/o Hillenbrand, Inc., One Batesville Boulevard, Batesville, Indiana 47006 Attention of Theodore
S. Haddad, Jr., Vice President and Treasurer (Telecopy No. 812-931-5209; Telephone No. 812-934-7251);


 


(ii)            if
to the Administrative Agent, (A) in the case of Borrowings in Dollars and Canadian Dollars, to JPMorgan Chase Bank, N.A., 10 South
Dearborn, Floor L2, Suite IL1-0480, Chicago, Illinois 60603, Attention of Charitra Shetty (Telecopy No. (844) 490-5663;
charitra.shetty@chase.com with a copy to jpm.agency.cri@chase.com and jpm.agency.servicing.1@jpmorgan.com), (B) in the case of Borrowings
in any Foreign Currency (other than Canadian Dollars), to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, Canary Wharf, London
E14 5JP, Attention of The Manager, Loan & Agency Services (Telecopy No. (214) 291-4365; email european.loan.operations@jpmorgan.com)
and (C) for all other notices, to JPMorgan Chase Bank, N.A., 10 South Dearborn Street, 9th Floor, Chicago, Illinois
60603, Attention of Christopher Salek (Telecopy No. (312) 429-4503);


 


(iii)            if
to JPMorgan Chase Bank, N.A. in its capacity as an Issuing Bank, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn, Floor L2, Suite IL1-0480,
Chicago, Illinois 60603, Attention of LC Agency Team (Telecopy No. (856) 294-5267; Chicago.lc.agency.activity.team@jpmchase.com
with a copy to charitra.shetty@chase.com);


 






    	 	117	 



     


    

 


(iv)            if
to the Swingline Lender, (A) in the case of Swingline Loans denominated in Dollars or in Canadian Dollars, to JPMorgan Chase Bank,
N.A., 10 South Dearborn, Floor L2, Suite IL1-0480, Chicago, Illinois 60603, Attention of Charitra Shetty (Telecopy No. (844)
490-5663; charitra.shetty@chase.com with a copy to jpm.agency.cri@chase.com and jpm.agency.servicing.1@jpmorgan.com) and (B) in
the case of Swingline Loans denominated in euro to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, Canary Wharf, London E14
5JP, Attention of The Manager, Loan & Agency Services (Telecopy No. (214) 291-4365; email european.loan.operations@jpmorgan.com);
and


 


(v)            if
to any other Lender or Issuing Bank, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


Notices sent by hand or overnight courier service,
or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed
to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been
given at the opening of business on the next business day for the recipient). Notices delivered through Approved Electronic Platforms,
to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).


 


(b)            Except
as otherwise permitted pursuant to Section 5.01 or 5.02, notices and other communications to the Lenders and the Issuing Banks hereunder
may be delivered or furnished by using Approved Electronic Platforms 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 the Company 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.


 


(c)            Unless
the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received
upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet
or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in
the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor;
provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during
the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business
on the next Business Day for the recipient.


 


(d)            Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties
hereto.


 


Section 9.02.     Waivers;
Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power
hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder
and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of this Agreement or consent to any departure by any Borrower therefrom shall in any event be effective unless
the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance
of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or
any Issuing Bank may have had notice or knowledge of such Default at the time.


 






    	 	118	 



     


    

 


(b)            Except
as provided in Section 2.20 (with respect to an Incremental Term Loan Amendment or an additional Commitment), or in Section 2.25
(with respect to the extension of any Applicable Maturity Date), or as provided in Section 2.14(b) and Section 2.14(c),
neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrowers and the Required Lenders or by the Borrowers and the Administrative Agent with the consent of the Required
Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such
Lender, (ii) reduce the principal amount of any Loan or LC Disbursement owed to a Lender (including, without limitation, reduce
the principal amount of any Term Loan due on any Term Loan Installment Date) or reduce the rate of interest thereon, or reduce any fees
payable to a Lender hereunder, without the written consent of such Lender; provided that (x) neither (1) any amendment
to the financial covenants or financial covenant definitions in this Agreement or (2) any amendment entered into pursuant to the
terms of Section 2.14(b), (c) or (d) shall constitute a reduction in the rate of interest or fees for purposes of this
clause (ii) even if the effect of such amendment would be to reduce the rate of interest on any Loan or any LC Disbursement or to
reduce any fee payable hereunder and (y) that only the consent of the Required Lenders shall be necessary to reduce or waive any
obligation of the Borrowers to pay interest or fees at the applicable default rate set forth in Section 2.13(e), (iii) postpone
the scheduled date of payment of the principal amount of any Loan or LC Disbursement (including, without limitation, any Term Loan Installment
Date) owed to a Lender, or any interest thereon, or any fees payable to a Lender hereunder, or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date of expiration of any Commitment of a Lender, without the written consent of such Lender
(other than with respect to the matters set forth in clauses (ii)(x) and (ii)(y) above), (iv) change Section 2.09(c) or
Section 2.18(b) or (d) in a manner that would alter the ratable reduction of Commitments or the pro rata sharing
of payments required thereby, without the written consent of each Lender (it being understood that, solely with the consent of the parties
prescribed by Section 2.20 to be parties to an Incremental Term Loan Amendment, Incremental Term Loans may be included in Section 2.20
on substantially the same basis as the Revolving Loans are included immediately prior to such Incremental Term Loan Amendment), (v) (x) waive
any condition set forth in Section 4.02 in respect of the making of a Revolving Loan without the written consent of the Required
Revolving Lenders or (y) waive any condition set forth in Section 4.02 in respect of the making of a Term Loan without the
written consent of the Required Term Lenders (it being understood and agreed that any amendment or waiver of, or any consent with respect
to, any provision of this Agreement (other than any waiver expressly relating to Section 4.02) or any other Loan Document, including
any amendment of any affirmative or negative covenant set forth herein or in any other Loan Document or any waiver of a Default or an
Event of Default, shall not be deemed to be a waiver of a condition set forth in Section 4.02 for purposes of this Section 9.02),
(vi) change any of the provisions of this Section or the definition of “Required Lenders”, “Required Revolving
Lenders”, “Required Term Lenders” or any other provision hereof specifying the number or percentage of Lenders required
to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent
of each Lender (or each Lender of such Class, as applicable) (it being understood that, solely with the consent of the parties prescribed
by Section 2.20 to be parties to an Incremental Term Loan Amendment, Incremental Term Loans may be included in the determination
of Required Lenders on substantially the same basis as the Commitments and the Loans are included immediately prior to such Incremental
Term Loan Amendment), or (vii) release the Company from its obligations under Article X or, except as permitted by Section 9.14,
all or substantially all of the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty, in each case without the
written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or
duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative
Agent, such Issuing Bank or the Swingline Lender, as the case may be.


 






    	 	119	 



     


    

 


(c)            Notwithstanding
the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of the Required
Lenders, the Administrative Agent and the Borrowers (x) to add one or more credit facilities (in addition to the Incremental Term
Loans pursuant to an Incremental Term Loan Amendment) to this Agreement and to permit extensions of credit from time to time outstanding
thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan
Documents with the Revolving Loans, the Term Loans, Incremental Term Loans and the accrued interest and fees in respect thereof
and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Lenders.


 


(d)            If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “such Lender,”
the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent
is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Company may elect to
replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another
bank or other entity which is reasonably satisfactory to the Company and the Administrative Agent shall agree, as of such date, to purchase
for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender
for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and
to comply with the requirements of clause (b) of Section 9.04, (ii) each Borrower shall pay to such Non-Consenting
Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such
Non-Consenting Lender by such Borrower hereunder to and including the date of termination, including without limitation payments due
to such Non-Consenting Lender under Sections 2.15, 2.17 and 2.17A, and (2) an amount, if any, equal to the payment which would
have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been
prepaid on such date rather than sold to the replacement Lender and (iii) such Non-Consenting Lender shall have received the outstanding
principal amount of its Loans and participations in LC Disbursements. Each party hereto agrees that (i) an assignment required pursuant
to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the
assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved
Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make
such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and
be bound by the terms thereof.


 


(e)            Notwithstanding
anything herein to the contrary, as to any amendment or amendment and restatement otherwise approved in accordance with this Section,
it shall not be necessary to obtain the consent or approval of any Lender that, upon giving effect to such amendment or amendment and
restatement, would have no Commitment or outstanding Loans so long as such Lender receives payment in full of the principal of and interest
accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement
and the other Loan Documents at the time such amendment, amendment and restatement or other modification becomes effective.


 






    	 	120	 



     


    

 


(f)            Notwithstanding
anything to the contrary herein the Administrative Agent may, with the consent of the Borrowers only, amend, modify or supplement this
Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.


 


Section 9.03.     Expenses;
Indemnity; Damage Waiver. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by
the Administrative Agent and its Affiliates (which, in the case of counsel, shall be limited to the reasonable fees, charges and disbursements
of one primary counsel for the Administrative Agent and one local counsel in each applicable jurisdiction), in connection with the syndication
and distribution (including, without limitation, via the internet or through a service such as SyndTrak or Intralinks) of the credit
facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Banks in connection with the issuance,
amendment or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out-of-pocket expenses
incurred by (x) the Administrative Agent, (y) any Issuing Bank or (z) after the occurrence and during the continuation
of any Event of Default, any Lender (solely in the case of the foregoing clause (z) in connection with such Event of Default) (which,
for purposes of this clause (iii), in the case of counsel, shall be limited to the reasonable fees, charges and disbursements of one
primary counsel and one local counsel in each applicable jurisdiction for the Administrative Agent and one additional counsel for all
Lenders other than the Administrative Agent and additional counsel in light of actual or potential conflicts of interest), in connection
with the enforcement of its rights, or the Administrative Agent’s protection of rights, in connection with this Agreement and any
other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder,
including all such out-of-pocket expenses incurred by the Administrative Agent during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit.


 


(b)            The
Company shall indemnify the Administrative Agent, each Arranger, each Issuing Bank and each Lender, and each Related Party of any of
the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses (which, in the case of counsel, shall be limited to the fees, charges
and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Administrative Agent,
(y) one additional counsel, and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Administrative
Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest) incurred by or asserted
against any Indemnitee arising out of, in connection with, or as a result of (i) any Loan Document, the performance by the parties
hereto of their respective obligations thereunder or the consummation of the Transactions, (ii) any Loan or Letter of Credit or
the actual or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit),
(iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company
or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any
claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory,
whether or not such claim, litigation, investigation or proceeding is brought by the Company or any other Loan Party or its or their
respective equity holders, Affiliates, creditors or any other third Person, and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the
bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Related Indemnified Parties, (y) the material
breach by such Indemnitee or any of its Related Indemnified Parties of its express obligations under the applicable Loan Documents pursuant
to a claim initiated by the Company or (z) any dispute solely among Indemnitees (not arising as a result of any act or omission
by the Company or any of its Subsidiaries) other than claims against the Administrative Agent, any Issuing Bank, the Swingline Lender
or any lead arranger or any bookrunner in its capacity as, or in fulfilling its role as, the Administrative Agent, an Issuing Bank, the
Swingline Lender, a lead arranger, a bookrunner, an Issuing Bank or the Swingline Lender or any similar role under this Agreement. As
used above, “Related Indemnified Party” of an Indemnitee means (1) any Controlling Person or Controlled Affiliate
of such Indemnitee, (2) the respective directors, officers or employees of such Indemnitee or any of its Controlling Persons or
Controlled Affiliates and (3) the respective agents, advisors and representatives of such Indemnitee or any of its Controlling Persons
or Controlled Affiliates, in the case of this clause (3), acting on at the instructions of such Indemnitee, Controlling Person or such
Controlled Affiliate; provided that each reference to a Controlling Person, Controlled Affiliate, director, officer or employee
in this sentence pertains to a Controlling Person, Controlled Affiliate, director, officer or employee involved in the structuring, arrangement,
negotiation or syndication of the credit facilities evidenced by this Agreement. This Section 9.03(b) shall not apply with
respect to Taxes or UK Taxes other than any Taxes or UK Taxes that represent losses, claims or damages arising from any non-Tax or non-UK
Tax claim.


 






    	 	121	 



     


    

 


(c)            To
the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or the Swingline
Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, and
each Revolving Lender severally agrees to pay to such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount
(it being understood that the Company’s failure to pay any such amount shall not relieve the Company of any default in the payment
thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such.


 


(d)            To
the extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, any claim against any of the Administrative
Agent, any Arranger, any Issuing Bank and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called
a “Lender-Related Person”) for any damages arising from the use by others of information or other materials obtained
through telecommunications, electronic or other information transmission systems (including the Internet) other than damages that are
determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith
or willful misconduct of such Indemnitee or any of its Related Parties. To the extent permitted by applicable law, no Lender-Related
Person shall assert against any Loan Party and no Loan Party shall assert against any Lender-Related Person, and each Lender-Related
Person and each Loan Party hereby waives, any claim on any theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document
or any agreement or instrument contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided,
that nothing contained in this sentence shall limit the Company’s indemnity obligations under Section 9.03(b) to any
Indemnitee in respect of claims made by third parties for any special, indirect, consequential or punitive damages.


 






    	 	122	 



     


    

 


(e)            All
amounts due under this Section shall be payable not later than thirty (30) days after written demand therefor.


 


Section 9.04.     Successors
and Assigns. (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 any Issuing Bank that issues any Letter of Credit), except
that (i) 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. 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 any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided
in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the Issuing Banks 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 an Ineligible
Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments, participations
in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld,
conditioned or delayed) of:


 


(A)            (1) in
the case of the Term Loan Commitments prior to the Term Loan Funding Date, the Company and (2) in the case of all other rights and
obligations, the Company, provided, in the case of this clause (2), that (x) the Company shall be deemed to have consented
to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days
after having received written notice thereof and (y) no consent of the Company shall be required for an assignment to a Lender,
an Affiliate of a Lender, an Approved Fund or, if an Event of Default under clause (a), (b), (h), (i) or (j) of Article VII
has occurred and is continuing, any other assignee; and


 


(B)            the
Administrative Agent and if the assignee will have a Revolving Commitment, the Issuing Banks and the Swingline Lender.


 


(ii)            Assignments
shall be subject to the following additional conditions:


 


(A)            except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount
of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment 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 unless each of the Company and the Administrative Agent otherwise consent, provided
that no such consent of the Company shall be required if an Event of Default under clause (a), (b), (h), (i) or (j) of
Article VII has occurred and is continuing;


 






    	 	123	 



     


    

 


(B)            each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the
assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;


 


(C)            the
parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform
as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and
recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders;


 


(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 Company 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; and


 


(E)            the
prior written consent of each Swiss Borrower, if the assignee is not a Swiss Qualifying Bank (such consent not to be unreasonably withheld
or delayed); provided, however, that the Swiss Borrowers are under no obligation whatsoever to consent to an assignment
that would lead to a violation of the Swiss Non-Bank Rules; provided, further, that no consent of any Swiss Borrower shall
be required for an assignment to an existing Lender or, if an Event of Default under clause (a), (b), (h), (i) or (j) of Article VII
has occurred and is continuing, any other assignee.


 


For the purposes of this Section 9.04(b),
the terms “Approved Fund” and “Ineligible Institution” have the following meanings:


 


“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.


 


“Ineligible Institution”
means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) the Company, any of its Subsidiaries or
any of its Affiliates, or (d) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural
person or relative(s) thereof.


 


(iii)            Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, 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 (including, without limitation, the obligation to timely deliver the documentation
described in Section 2.17(f)) 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 2.15, 2.16, 2.17, 2.17A and 9.03); provided,
that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a
waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 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.


 






    	 	124	 



     


    

 


(iv)            The
Administrative Agent, acting for this purpose as a non-fiduciary agent of each Borrower, 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
Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error),
and the Borrowers, the Administrative Agent, the Issuing Banks 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 the Company, any Issuing Bank and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.


 


(v)            Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the
extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as
to which the Administrative Agent and the parties to the Assignment and Assumption are participants, 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 and any written consent to such assignment required by paragraph (b) of this Section, the Administrative
Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that
if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c),
2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and
Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with
all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register
as provided in this paragraph.


 






    	 	125	 



     


    

 


(c)            Any
Lender may, without the consent of any Borrower, the Administrative Agent, the Issuing Banks or the Swingline Lender, sell participations
to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion
of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans
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; (C) the Borrowers, the
Administrative Agent, the Issuing Banks 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 or instrument pursuant to which a Lender sells such
a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification
or waiver of any provision of this Agreement; and (D) each Participant shall be a Swiss Qualifying Bank or, if not, the prior written
consent of each Swiss Borrower has been obtained (such consent not to be unreasonably withheld or delayed; provided that no Swiss
Borrower shall consent to a participation that would be in violation of the Swiss Non-Bank Rules and provided, further,
that no consent of any Swiss Borrower shall be required if an Event of Default under clause (a), (b), (h), (i) or (j) of Article VII
has occurred and is continuing); provided that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that
affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16, 2.17
and 2.17A (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being
understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender and that the
participating Lender shall ensure that the terms of the participation require the Participant to cooperate as required under Section 2.17A))
to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section;
provided that such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee
under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.15,
2.16, 2.17 or 2.17A, with respect to any participation, than its participating Lender would have been entitled to receive, except to
the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the
applicable participation. Each Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable
efforts to cooperate with the Company to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the
extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.18(d) as though it were a Lender. Each Lender that sells a participation
shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and
address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other
obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation
to disclose all or any portion of the Participant Register (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) to any
Person 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 United States Treasury Regulations Section 5f.103-1(c) and Proposed Treasury Regulations Section 1.163-5(b) (or,
in each case, any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes
of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as
Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(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 without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 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.


 






    	 	126	 



     


    

 


Section 9.05.     Survival.
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied
upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance
of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the
Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued
interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid
or any Letter of Credit is outstanding (unless such Letter of Credit has been cash collateralized in an amount equal to 105% of the face
amount of such Letter of Credit in the manner described in Section 2.06(j) or the applicable Borrower provides a backup letter
of credit in such amount and otherwise in form and substance acceptable to the relevant Issuing Bank and the Administrative Agent in
their discretion) and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17, 2.17A
and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination
of this Agreement or any other Loan Document or any provision hereof or thereof.


 


Section 9.06.     Counterparts;
Integration; Electronic Execution; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract among the parties relating to the subject matter hereof and, except as provided in Section 1.05,
supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided
in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any
document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to
Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or
the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted
by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page shall be effective
as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import in
or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures,
deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf, or any other electronic means
that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided
that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written
consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative
Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such
Electronic Signature purportedly given by or on behalf of the Company or any other Loan Party without further verification thereof and
without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative
Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality
of the foregoing, the Company and each other Loan Party hereby (i) agrees that, for all purposes, including without limitation,
in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative
Agent, the Lenders, the Company and the other Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf, or any other
electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any
other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original,
(ii) agrees that the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement,
any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed
created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records
shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record),
(iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other
Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document
and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives any claim
against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s
reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf, or any other electronic means that reproduces
an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Company and/or any
other Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic
Signature.


 






    	 	127	 



     


    

 


Section 9.07.     Severability.
Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.


 


Section 9.08.     Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final and in whatever currency denominated) at any time held and other obligations at any time owing by
such Lender or Affiliate to or for the credit or the account of any Borrower or any Subsidiary Guarantor against any of and all of the
Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although
such obligations may be unmatured; provided that no amounts attributable to a Foreign Subsidiary shall be set off against, or
in any way reduce, any obligation of the Company or any Domestic Subsidiary, and provided further, that in the event that any Defaulting
Lender shall exercise any such right of setoff, (x) all amounts so set off shall be segregated by such Defaulting Lender from its
other funds and deemed held in trust for the benefit of the Administrative Agent, the relevant Issuing Bank, and the Lenders, and (y) the
Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing
to such Defaulting Lender as to which it exercised such right of setoff. The applicable Lender shall notify the Company and the Administrative
Agent of such set-off or application, provided that any failure to give or any delay in giving such notice shall not affect the
validity of any such set-off or application under this Section. The rights of each Lender under this Section are in addition to
other rights and remedies (including other rights of setoff) which such Lender may have.


 


Section 9.09.     Governing
Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed
in accordance with and governed by the law of the State of New York.


 






    	 	128	 



     


    

 


(b)            Each
of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions
of any applicable Loan Document, any claims brought against the Administrative Agent by any Lender relating to this Agreement, any other
Loan Document or the consummation or administration of the transactions contemplated hereby or thereby shall be construed in accordance
with and governed by the law of the State of New York.


 


(c)            Each
Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States
District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction,
the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto,
or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the
Administrative Agent or any of its Related Parties may only) be heard and determined in such Federal (to the extent permitted by law)
or New York State court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement
or any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the
courts of any jurisdiction.


 


(d)            Each
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any court referred to in paragraph (c) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.


 


(e)            Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Each Subsidiary
Borrower irrevocably designates and appoints the Company, as its authorized agent, to accept and acknowledge on its behalf, service of
any and all process which may be served in any suit, action or proceeding of the nature referred to in Section 9.09(c) in any
federal or New York State court sitting in New York City. The Company hereby represents, warrants and confirms that the Company has agreed
to accept such appointment (and any similar appointment by a Subsidiary Guarantor which is a Foreign Subsidiary). Said designation and
appointment shall be irrevocable by each such Subsidiary Borrower until all Loans, all reimbursement obligations, interest thereon and
all other amounts payable by such Subsidiary Borrower hereunder and under the other Loan Documents shall have been paid in full in accordance
with the provisions hereof and thereof and such Subsidiary Borrower shall have been terminated as a Borrower hereunder pursuant to Section 2.23.
Each Subsidiary Borrower hereby consents to process being served in any suit, action or proceeding of the nature referred to in Section 9.09(c) in
any federal or New York State court sitting in New York City by service of process upon the Company as provided in this Section 9.09(e);
provided that, to the extent lawful and possible, notice of said service upon such agent shall be mailed by registered or certified
air mail, postage prepaid, return receipt requested, to the Company and (if applicable to) such Subsidiary Borrower at its address set
forth in the Borrowing Subsidiary Agreement to which it is a party or to any other address of which such Subsidiary Borrower shall have
given written notice to the Administrative Agent (with a copy thereof to the Company). Each Subsidiary Borrower irrevocably waives, to
the fullest extent permitted by law, all claim of error by reason of any such service in such manner and agrees that such service shall
be deemed in every respect effective service of process upon such Subsidiary Borrower in any such suit, action or proceeding and shall,
to the fullest extent permitted by law, be taken and held to be valid and personal service upon and personal delivery to such Subsidiary
Borrower. To the extent any Subsidiary Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any
legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution of a judgment, execution
or otherwise), each Subsidiary Borrower hereby irrevocably waives such immunity in respect of its obligations under the Loan Documents.
Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other
manner permitted by law.


 






    	 	129	 



     


    

 


Section 9.10.       WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


Section 9.11.         Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


Section 9.12.         Confidentiality.
Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information confidential) in connection with this
Agreement and consummating the Transactions, (b) to the extent requested by any regulatory authority purporting to have jurisdiction
over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (in which case the Administrative
Agent, the Issuing Banks and the Lenders agree (except with respect to any audit or examination conducted by bank accountants or any
self-regulatory authority or governmental or regulatory authority exercising examination or regulatory authority), to the extent practicable
and not prohibited by applicable law, rule or regulation, to inform the Company promptly thereof prior to the disclosure thereof),
(d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other
Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder
or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement
or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower
and its obligations, (g) with the prior written consent of the Company, (h) to the extent pertaining to this Agreement and
routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry, to such
data service providers or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach
of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential
basis from a source other than the Company. For the purposes of this Section, “Information” means all information
received from or on behalf of the Company or any Subsidiary relating to the Company or any Subsidiary or their respective businesses,
other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis
prior to disclosure by the Company. Any Person required to maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality
of such Information as such Person would accord to its own confidential information.


 






    	 	130	 



     


    

 


EACH LENDER ACKNOWLEDGES
THAT INFORMATION AS DEFINED IN THE IMMEDIATELY PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL
NON-PUBLIC INFORMATION CONCERNING THE COMPANY AND ITS 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.


 


ALL INFORMATION, INCLUDING
REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE COMPANY 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 COMPANY, THE OTHER
LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE COMPANY 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, INCLUDING FEDERAL AND STATE SECURITIES
LAWS.


 


Section 9.13.     USA
PATRIOT Act, etc. Each Lender that is subject to the requirements of the Patriot Act and the requirements of the Beneficial
Ownership Regulation hereby notifies each Loan Party that pursuant to the requirements of the Patriot Act and the Beneficial Ownership
Regulation, it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name,
address and tax identification number of such Loan Party and other information that will allow such Lender to identify such Loan Party
in accordance with the Patriot Act and the Beneficial Ownership Regulation. Each Borrower acknowledges that, pursuant to the Proceeds
of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable Canadian anti-money laundering, anti-terrorist
financing, government sanction and “know your client” laws, the Lenders and the Administrative Agent may be required to obtain,
verify and record information regarding such Borrower, its directors, authorized signing officers, direct or indirect shareholders or
other Persons in Control of such Borrower, and the transactions contemplated hereby.


 


Section 9.14.     Releases
of Subsidiary Guarantors.


 


(a)            A
Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any
transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that,
if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not
have provided otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent shall (and
is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents
that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant
to this Section shall be without recourse to or warranty by the Administrative Agent.


 






    	 	131	 



     


    

 


(b)            Further,
the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any
Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Subsidiary Guarantor is not or is no longer a Material
Domestic Subsidiary.


 


(c)            At
such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan
Documents and the other Obligations (other than indemnities and other contingent obligations not then due and payable and as to which
no claim has been made, and other than Letters of Credit that have been cash collateralized in accordance with the provisions of the
Credit Agreement or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank) shall
have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (other than
Letters of Credit that have been cash collateralized in accordance with the provisions of the Credit Agreement or with respect to which
other arrangements have been made that are satisfactory to the applicable Issuing Bank) the Subsidiary Guaranty and all obligations (other
than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all without
delivery of any instrument or performance of any act by any Person.


 


Section 9.15.     Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall
be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above
the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the applicable Overnight Rate to the date of
repayment, shall have been received by such Lender.


 


Section 9.16.     No
Advisory or Fiduciary Responsibility. Each Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding,
that no Credit Party will have any obligations hereunder except those obligations expressly set forth herein and in the other Loan Documents
and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to such Borrower with respect
to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, such
Borrower or any other person. Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach
of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, each
Borrower acknowledges and agrees that no Credit Party is advising such Borrower as to any legal, tax, investment, accounting, regulatory
or any other matters in any jurisdiction. Each Borrower shall consult with its own advisors concerning such matters and shall be responsible
for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have
no responsibility or liability to any Borrower with respect thereto.


 






    	 	132	 



     


    

 


Each
Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party is a full service
securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial
services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or
acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments
(including bank loans and other obligations) of, such Borrower, its Subsidiaries and other companies with which such Borrower or any
of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by
any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights,
will be exercised by the holder of the rights, in its sole discretion.


 


In
addition, each Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its
affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies
in respect of which such Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein
and otherwise. No Credit Party will use confidential information obtained from any Borrower by virtue of the transactions contemplated
by the Loan Documents or its other relationships with such Borrower in connection with the performance by such Credit Party of services
for other companies, and no Credit Party will furnish any such information to other companies. Each Borrower also acknowledges that no
Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to such
Borrower or any of its Subsidiaries, confidential information obtained from other companies.


 


Section 9.17.     Several
Liability. Notwithstanding anything to the contrary herein or in any other Loan Document, the Obligations of each Foreign Subsidiary
Borrower are several and not joint and no Foreign Subsidiary Borrower shall be responsible for any other Borrower’s failure to
pay its Obligations hereunder.


 


Section 9.18.     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, to the extent such liability is unsecured, may be subject to the Write-Down and
Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any 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 the applicable Resolution
Authority.


 






    	 	133	 



     


    

 


Section 9.19.     Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements
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):


 


In the event a Covered Entity
that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such
Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such
Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the
Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the
United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject
to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported
QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than
such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed
by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that
rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with
respect to a Supported QFC or any QFC Credit Support.


 


ARTICLE X


 


Company Guarantee


 


In order to induce the Lenders
to extend credit to the Subsidiary Borrowers hereunder, but subject to the last sentence of this Article X, the Company hereby
irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations.
The Company further agrees that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without
notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or
renewal of any such Obligation.


 


The Company waives presentment
to, demand of payment from and protest to any Subsidiary of any of the Obligations, and also waives notice of acceptance of its obligations
and notice of protest for nonpayment. The obligations of the Company under this Article X shall not be affected by (a) the
failure of the Administrative Agent, any Issuing Bank or any Lender to assert any claim or demand or to enforce any right or remedy against
any Subsidiary under the provisions of this Agreement, any other Loan Document or otherwise; (b) any extension or renewal of any
of the Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of
this Agreement, or any other Loan Document or agreement; (d) any default, failure or delay, willful or otherwise, in the performance
of any of the Obligations; (e) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest
in, or to preserve any rights to, any security or collateral for the Obligations, if any; (f) any change in the corporate, partnership
or other existence, structure or ownership of any Subsidiary or any other guarantor of any of the Obligations; (g) the enforceability
or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or
with respect to any collateral securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to
or against any Subsidiary or any other guarantor of any of the Obligations, for any reason related to this Agreement, any other Loan
Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such
Borrower or any other guarantor of the Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations;
or (h) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such
Borrower or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right
of such Borrower to subrogation.


 






    	 	134	 



     


    

 


The Company further agrees
that its agreement under this Article X constitutes a guarantee of payment when due (whether or not any bankruptcy or similar
proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of
collection, and waives any right to require that any resort be had by the Administrative Agent, any Issuing Bank or any Lender to any
balance of any deposit account or credit on the books of the Administrative Agent, any Issuing Bank or any Lender in favor of any Subsidiary
or any other Person.


 


The obligations of the Company
under this Article X shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall
not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality
or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise, in any such
case, other than payment in full in case of the Obligations.


 


The Company further agrees
that its obligations under this Article X shall constitute a continuing and irrevocable guarantee of all Obligations now
or hereafter existing and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof,
of any Obligation (including a payment effected through exercise of a right of setoff) is rescinded, or is or must otherwise be restored
or returned by the Administrative Agent, any Issuing Bank or any Lender upon the insolvency, bankruptcy or reorganization of any Subsidiary
or otherwise (including pursuant to any settlement entered into by a holder of Obligations in its discretion).


 


In furtherance of the foregoing
and not in limitation of any other right which the Administrative Agent, any Issuing Bank or any Lender may have at law or in equity
against any Subsidiary by virtue hereof, upon the failure of any Subsidiary to pay any Obligation when and as the same shall become due,
whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt
of written demand by the Administrative Agent, any Issuing Bank or any Lender, forthwith pay, or cause to be paid, to the Administrative
Agent, any Issuing Bank or any Lender in cash an amount equal to the unpaid principal amount of such Obligations then due, together with
accrued and unpaid interest thereon. The Company further agrees that if payment in respect of any Obligation shall be due in a currency
other than Dollars and/or at a place of payment other than New York, Chicago or any other Applicable Payment Office and if, by reason
of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation
in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent, any Issuing
Bank or any Lender, disadvantageous to the Administrative Agent, any Issuing Bank or any Lender in any material respect, then, at the
election of the Administrative Agent, the Company shall make payment of such Obligation in Dollars (based upon the applicable Dollar
Amount of such Obligation in effect on the date of payment) and/or in New York, Chicago or such other Applicable Payment Office as is
designated by the Administrative Agent and, as a separate and independent obligation, shall indemnify the Administrative Agent, any Issuing
Bank and any Lender against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment.


 






    	 	135	 



     


    

 



 


 


Upon payment by the Company
of any sums as provided above, all rights of the Company against any Subsidiary arising as a result thereof by way of right of subrogation
or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of
all the Obligations owed by such Subsidiary to the Administrative Agent, the Issuing Banks and the Lenders.


 





Nothing shall discharge or
satisfy the liability of the Company under this Article X except the full performance and payment in cash of the Obligations
(other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made, and other than
Letters of Credit that have been cash collateralized in accordance with the provisions of the Credit Agreement or with respect to which
other arrangements have been made that are satisfactory to the applicable Issuing Bank).


 


The Company hereby absolutely,
unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan
Party to honor all of its obligations under the Subsidiary Guaranty in respect of Specified Swap Obligations (provided, however, that
the Company shall only be liable under this paragraph for the maximum amount of such liability that can be hereby incurred without rendering
its obligations under this paragraph or otherwise under this Article X voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer, and not for any greater amount). The Company intends that this paragraph constitute, and this paragraph
shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Subsidiary Guarantor for
all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


[Signature Pages Follow]


 






    	 	136	 



     


    

 





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


 


	 	HILLENBRAND, INC.,
	 	as the Company
	 	 
	 	By:	/s/ Theodore
    S. Haddad, Jr.
	 	Name:	Theodore S. Haddad, Jr.
	 	Title:	Vice President and Treasurer
	 	 
	 	Hillenbrand Luxembourg INC.,
	 	as a Subsidiary Borrower
	 	 
	 	By:	/s/ Theodore S. Haddad, Jr.
	 	Name:	Theodore S. Haddad, Jr.
	 	Title:	Treasurer
	 	 
	 	COPERION K-Tron (Schweiz) GmbH,
	 	as a Subsidiary Borrower
	 	 
	 	By:	/s/ Theodore S. Haddad, Jr.
	 	Name:	 Theodore S. Haddad, Jr.
	 	Title:	Authorized Signatory
	 	 
	 	Hillenbrand Switzerland GmbH,
	 	as a Subsidiary Borrower
	 	 
	 	By: 	/s/ Theodore S. Haddad, Jr.
	 	Name: 	Theodore S. Haddad, Jr.
	 	Title:	Chairman of the Board of Managing Officers
	 	 
	 	Batesville Canada ULC BATESVILLE CANADA SRI,
	 	as a Subsidiary Borrower
	 	 
	 	By:	 /s/ Theodore S. Haddad, Jr.
	 	Name:	Theodore S. Haddad, Jr.
	 	Title:	Treasurer



 


Signature Page to Fourth Amended and Restated
Credit Agreement





Hillenbrand, Inc. et al


 






     

     


    

 


	 	Rotex Europe Ltd,
	 	as a Subsidiary Borrower
	 	 	 
	 	By: 	/s/ James D. Huchison
	 	Name:	 James D. Huchison
	 	Title:	Director
	 	 	 
	 	COPERION GMBH,
	 	as a Subsidiary Borrower
	 	 	 
	 	By: 	/s/ Ulrich Bartel
	 	Name:	Ulrich Bartel
	 	Title:	Managing Director
	 	 	 
	 	HILLENBRAND GERMANY HOLDING GMBH,
	 	as a Subsidiary Borrower
	 	 	 
	 	By:	/s/ Kimberly
    K. Ryan
	 	Name:	Kimberly K. Ryan
	 	Title:	Managing Director



 


Signature Page to Fourth Amended and Restated
Credit Agreement





Hillenbrand, Inc. et al


 






     

     


    

 


	 	JPMORGAN CHASE BANK, N.A., individually as a Lender, as the Swingline Lender, as an Issuing Bank and as Administrative Agent
	 	 
	 	By: 	/s/
    Christopher A. Salek
	 	Name: 	Christopher A. Salek
	 	Title:	 Executive Director
	 	 
	 	Jurisdiction of tax residence: USA
	 	DTTP Scheme number: 013/M/0268710/DTTP
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender, as an Issuing Bank and as a Co-Syndication Agent
	 	 
	 	By:	 /s/ Kyle Lacey
	 	Name: 	Kyle Lacey
	 	Title: 	Senior Vice President
	 	 
	 	Jurisdiction of tax residence: USA
	 	DTTP Scheme number: 13/W/61173/DTTP
	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION, individually as a Lender, as an Issuing Bank and as a Co-Syndication Agent
	 	 
	 	By: 	/s/ Kyle Patterson
	 	Name:	 Kyle Patterson
	 	Title:	 Senior Vice President
	 	 
	 	Jurisdiction of tax residence: USA
	 	DTTP Scheme number: 13/H/314375/DTTP
	 	 
	 	CITIZENS BANK, N.A., individually as a Lender, as an Issuing Bank and as a Co-Documentation Agent
	 	 
	 	By: 	/s/ Izabela
    Algave
	 	Name:	 Izabela Algave
	 	Title:	 Vice President
	 	 
	 	Jurisdiction of tax residence: United States
	 	DTTP Scheme number: 13/C/356159/DTTP



 





Signature Page to Fourth Amended and Restated
Credit Agreement





Hillenbrand, Inc. et al

 






     

     


    

 





	 	PNC BANK, NATIONAL ASSOCIATION, individually
    as a Lender, as an Issuing Bank and as a Co-Documentation Agent
	 	 
	 	By: 	/s/ David C. Beckett
	 	Name: 	David C. Beckett
	 	Title: 	Senior Vice President
	 	 
	 	Jurisdiction of tax residence: USA
	 	DTTP Scheme number: 13/P/63904/DTTP
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, individually as
    a Lender, as an Issuing Bank and as a Co-Documentation Agent
	 	 
	 	By: 	/s/ Ronald W. Denno
	 	Name: 	Ronald W. Denno
	 	Title: 	Assistant Vice President
	 	 
	 	Jurisdiction of tax residence: United States of
    America
	 	DTTP Scheme number: 13/U/62184/DTTP
	 	 
	 	BMO HARRIS FINANCING, INC., individually
    as a Lender, as an Issuing Bank and as a Co-Documentation Agent
	 	 
	 	By:	 /s/ Jennifer Wolter
	 	Name: 	Jennifer Wolter
	 	Title: 	Director
	 	 
	 	Jurisdiction of tax residence: USA
	 	DTTP Scheme number: 13/B/321430/DTTP
	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION, individually
    as a Lender, as an Issuing Bank and as a Co-Documentation Agent
	 	 
	 	By: 	/s/ Jun Ashley
	 	Name: 	Jun Ashley
	 	Title:	 Director
	 	 
	 	Jurisdiction of tax residence: Japan
	 	DTTP Scheme number: 43/S/274647/DTTP




 


Signature Page to Fourth Amended and Restated
Credit Agreement





Hillenbrand, Inc. et al


 






     

     


    

 


	 	TRUIST BANK, individually as a Lender,
    as an Issuing Bank and as a Co-Documentation Agent
	 	 
	 	By: 	/s/ Troy R. Weaver
	 	Name: 	Troy R. Weaver
	 	Title: 	Managing Director
	 	 
	 	Jurisdiction of tax residence: USA
	 	DTTP Scheme number: 13/T/357522/DTTP
	 	 
	 	BANK OF AMERICA, N.A., individually
    as a Lender, as an Issuing Bank and as a Co-Documentation Agent
	 	 
	 	By: 	/s/ Brian D. Smith
	 	Name: 	Brian D. Smith
	 	Title: 	Senior Vice President
	 	 
	 	Jurisdiction of tax residence: USA
	 	DTTP Scheme number: 13/B/7418
	 	 
	 	COMMERZBANK AG, NEW YORK BRANCH,
	 	as a Lender
	 	 
	 	By:	 /s/ Mathew Ward
	 	Name:	 Mathew Ward
	 	Title: 	Managing Director
	 	 
	 	By: 	/s/ Michael Ravelo
	 	Name: 	Michael Ravelo
	 	Title: 	Managing Director
	 	 
	 	Jurisdiction of tax residence: Germany
	 	DTTP Scheme number: 7/C/25382/DTTP




 


Signature Page to Fourth Amended and Restated
Credit Agreement





Hillenbrand, Inc. et al


 






     

     


    

 


	 	The undersigned Departing Lender hereby
    acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Existing Credit Agreement or any
    of the “Loan Documents” (as defined therein) and is not a party to this Agreement other than for the sole purpose of
    provisions of Section 1.05 expressly applicable to it.
	 	 
	 	FIFTH THIRD BANK, NATIONAL ASSOCIATION,
	 	as a Departing Lender
	 	 
	 	By: 	/s/ J. David Izard
	 	Name:	 J. David Izard
	 	Title:	 Senior Vice President




 


Signature Page to Fourth Amended and Restated
Credit Agreement





Hillenbrand, Inc. et al


 






     

     


    

 


SCHEDULE 2.01


 


COMMITMENTS


 


	Lender	 	Revolving

 Commitment	 	 	Term Loan

 Commitment	 
	JPMORGAN CHASE BANK, N.A.	 	$	121,666,666.67	 	 	$	24,333,333.33	 
	 	 	 	 	 	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	$	120,833,333.33	 	 	$	24,166,666.67	 
	 	 	 	 	 	 	 	 	 
	HSBC BANK USA, NATIONAL ASSOCIATION	 	$	120,833,333.33	 	 	$	24,166,666.67	 
	 	 	 	 	 	 	 	 	 
	CITIZENS BANK, N.A.	 	$	85,000,000.00	 	 	$	17,000,000.00	 
	 	 	 	 	 	 	 	 	 
	PNC BANK, NATIONAL ASSOCIATION	 	$	85,000,000.00	 	 	$	17,000,000.00	 
	 	 	 	 	 	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION	 	$	85,000,000.00	 	 	$	17,000,000.00	 
	 	 	 	 	 	 	 	 	 
	BMO HARRIS FINANCING, INC.	 	$	85,000,000.00	 	 	$	17,000,000.00	 
	 	 	 	 	 	 	 	 	 
	SUMITOMO MITSUI BANKING CORPORATION	 	$	85,000,000.00	 	 	$	17,000,000.00	 
	 	 	 	 	 	 	 	 	 
	TRUIST BANK	 	$	85,000,000.00	 	 	$	17,000,000.00	 
	 	 	 	 	 	 	 	 	 
	BANK OF AMERICA, N.A.	 	$	85,000,000.00	 	 	$	17,000,000.00	 
	 	 	 	 	 	 	 	 	 
	COMMERZBANK AG, NEW YORK BRANCH	 	$	41,666,666.67	 	 	$	8,333,333.33	 
	 	 	 	 	 	 	 	 	 
	AGGREGATE REVOLVING COMMITMENTS	 	$	1,000,000,000.00	 	 	$	200,000,000.00	 



 






     

     


    

 


SCHEDULE 2.06





EXISTING LETTERS OF CREDIT


 


	Issuer	 	Beneficiary	 	LC #	 	Effective

 date	 	Termination

 date	 	$	 
	JPMorgan Chase Bank, N.A. – New York	 	Discovery Property Casualty Insurance Company	 	CTCS-857421	 	28-Aug-19	 	15-Mar-23	 	$	6,450,000.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A. – New York	 	Fanuc Corporation	 	NUSCGS037103	 	28-May-21	 	1-Jul-23	 	$	7,767,895.29	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A. – New York	 	Zurich American Insurance Company	 	NUSCGS040171	 	1-Oct-21	 	1-Oct-22	 	$	1,162,500.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A. – London	 	Lloyds Bank Plc	 	4L4S-763522	 	1-Oct-18	 	7-Aug-22	 	GBP	33,000.00	 



 






     

     


    

 


SCHEDULE 3.01


 








SUBSIDIARIES


 


All subsidiaries are wholly-owned Indiana entities, unless otherwise
noted.


 


*Indicates Material Domestic Subsidiary


BOLD
indicates Subsidiary Guarantor


 


Batesville
Services, Inc.*


Process Equipment Group, Inc.*, a New Jersey corporation


Batesville
Casket Company, Inc.*





Batesville Interactive, Inc.





Batesville Logistics, Inc.





Batesville Manufacturing, Inc.





Batesville Casket de Mexico, S.A. de C.V., a
Mexican corporation





Acorn Development Group, Inc.





BCC JAWACDAH Holdings, LLC





BV Acquisition, Inc.





The Forethought Group, Inc.





MCP, Inc.





WCP, Inc.





NorthStar Industries, LLC





Coperion de Mexico S. de R.L. de C.V., a Mexican
company





Coperion GmbH, a German limited liability company





Coperion International Trading (Shanghai) Co.
Ltd., a Chinese company





Coperion K.K., a Japanese stock company





Coperion Limited, a UK private limited company





Coperion Machinery & Systems (Shanghai)
Co. Ltd., a Chinese company





Coperion (Nanjing) Machinery Co., Ltd.,
a Chinese company





Coperion Pelletizing Technology GmbH, a German
limited liability company





Coperion Pte. Ltd., a Singapore private limited
company





Coperion S.a.r.l., a French limited liability
company





Coperion S.L., a Spanish limited liability company





Coperion S.r.l., an Italian limited liability
company





OOO “Coperion”, a Russian company





Coperion Ltda., a Brazilian limited liability
company





Coperion N.V., a Belgium public liability company





Hillenbrand Luxembourg Inc.*, a Delaware corporation





Hillenbrand Germany Holding GmbH, a German limited
liability company





Coperion K-Tron (Schweiz) GmbH, a Swiss limited
liability company





Comercial PEG Chile Limitada, a Chilean company





Hillenbrand Asia, LLC, a Delaware limited liability
company





Hillenbrand Switzerland GmbH, a Swiss limited
liability company





Green Tree Manufacturing, LLC





Modern Wood Products, LLC





Batesville Canada ULC Batesville Canada SRI,
a Nova Scotia unlimited liability company





Industrias Arga, S.A. de C.V., a Mexican corporation





Global Products Co., S.A. de C.V., a Mexican
corporation





NADCO, S.A. de C.V., a Mexican corporation





Coperion Corporation, a Delaware corporation


 






     

     


    

 


Hillenbrand AP, LLC, a Delaware limited liability company


K-Tron Investment Co.*, a Delaware corporation





K-Tron Technologies, Inc., a Delaware corporation





Rotex Global, LLC, a Delaware limited liability
company





TerraSource Global CIS Limited Liability Company,
a Russian company





Coperion K-Tron Salina, Inc., a Delaware
corporation





BC Canada Company, ULC, a Nova Scotia unlimited
liability company





Coperion K-Tron Asia Pte Ltd, a Singapore private
limited company





Coperion K-Tron Deutschland GmbH, a German limited
liability company





Coperion K-Tron Great Britain Limited, a UK private
limited company





Coperion K-Tron (Shanghai) Co Ltd, a Chinese
FICE





Rotex Global (Hong Kong) Ltd., a Hong Kong corporation





Rotex Europe Ltd., a UK private limited company





K-Tron China Limited, a Hong Kong Company





K-Tron Colormax Limited, a UK private limited
company





K-Tron PCS Limited, a UK private limited company





PEG (Wuxi) Manufacturing Co., Ltd., a Chinese
company





Rotex Japan Limited, a UK private limited company





PEG Process Equipment India LLP, an Indian limited liability partnership





BM&M Screening Solutions Ltd., a British Columbia company





Milacron B.V., a Netherlands private limited company





Milacron LLC*, a Delaware limited liability company





Milacron Marketing Company LLC*, a Delaware limited liability company





Milacron Plastics Technologies Group LLC*, a Delaware limited liability
company





DME Company LLC, a Delaware limited liability company





Milacron Mexico Plastics Services S.A. de C.V., a Mexican corporation





Milacron Netherlands Holdings, LLC, a Delaware limited liability company





Milacron Investments B.V., a Netherlands private limited company





Milacron Plastics Machinery (Jiangyin) Co Ltd, a Chinese company





DME (China) Limited, a Hong Kong company





D-M-E Mold Technology (Shenzhen) Company Limited, a Chinese company





DME (India) Private Limited, an Indian private limited company





Milacron Marketing (Shanghai) Co Ltd, a Chinese company





Milacron Canada Corp, an Ontario corporation





Milacron India Private Limited, an Indian private limited company





Hillenbrand Hong Kong Limited, a Hong Kong company





Milacron Nederland B.V., a Netherlands private limited company





Milacron UK Limited, a UK private limited company





Mold Masters (2007) Limited, an Ontario corporation





Milacron Mold-Masters Sistemas de Processamento de Plasticos Ltda.,
a Brazilian company





Mold-Masters Luxembourg Acquisitions SARL, a Luxembourg company





Mold-Masters Luxembourg Holdings SARL, a Luxembourg company





Mold-Masters Singapore (MMS) Pte. Ltd., a Singapore private limited
company





Mold-Masters Korea Ltd., a South Korean company





Mold-Masters Hong Kong Acquisitions Limited, a Hong Kong company





Mold-Masters Co Ltd., a Chinese company





Mold-Masters (Shanghai) International Trade Co Ltd, a Chinese company





Tirad s.r.o., a Czech Republic limited liability company





D-M-E Czech Republic s.r.o., a Czech Republic limited liability company





D-M-E Europe CVBA, a Belgium co-operative unlimited liability company





VSI International N.V., a Belgium public liability company


 






     

     


    

 


Milacron Czech Republic S.P.O.L. s.r.o., a Czech Republic limited
liability company


Ferromatik Milacron GmbH, a German limited liability company





Mold-Masters France SAS, a French limited liability company by shares





Ferromatik Milacron A.G., a Swiss corporation





Ferromatik France SAS, a French limited liability company by shares





Milacron Plastics Holding GmbH, a German limited liability company





Milacron Germany GmbH, a German limited liability company





D-M-E Normalien GmbH, a German limited liability company





Mold Masters Europa GmbH, a German limited liability company





Mold-Masters Kabushiki Kaisha, a Japanese company





Mold-Masters (UK) Limited, a UK private limited company





Mold-Masters Beteiligungsverwaltung GmbH, an Austrian limited liability
company





Mold-Masters Handelgesellschaft GmbH, an Austrian limited liability
company


 


Joint Ventures


 


Coperion Ideal Pvt. Ltd., an Indian private limited company - 51%
owned by Coperion GmbH





Coperion Middle East Co. Ltd., a Saudi Arabian company - 51% owned
by Coperion GmbH





TerraSource Holdings, LLC, a Delaware limited liability company –
49% owned by K-Tron Investment Co.


 






     

     


    

 


SCHEDULE 6.01





EXISTING LIENS


 


The Liens securing the Credit Facilities of Milacron India Private
Limited, as further described on Schedule 6.03


 


As of May 31, 2022, Milacron India Private Limited, an indirect
wholly-owned subsidiary of Hillenbrand, Inc., had approximately USD $1,025,873 of restricted cash, representing aggregate customer
deposits, on deposit with HSBC Bank.


 






     

     


    

 


SCHEDULE 6.03





EXISTING INDEBTEDNESS


 


Indenture


 


Description


 


Senior
Unsecured Notes, issued pursuant to the Indenture between Hillenbrand, Inc. and U.S. Bank National Association, as trustee, dated
as of July 9, 2010, and that certain Supplemental Indenture, dated as of January 10, 2013, by and among Hillenbrand, Inc,
the Guarantors party thereto, and U.S. Bank National Association, as trustee, and that certain Supplemental Indenture No. 2, dated
as of April 16, 2016, by and among Hillenbrand, Inc., the Guarantors party thereto, and U.S. Bank National Association, as
trustee, and that certain Supplemental Indenture No. 3, dated as of September 25, 2019, by and among Hillenbrand, Inc.,
the Guarantors party thereto, and U.S. Bank National Association, as trustee, and that certain Supplemental Indenture No. 4, dated
as of June 16, 2020, by and among Hillenbrand, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee,
and that certain Supplemental Indenture No. 5, dated as of December 15, 2020, by and among Hillenbrand, Inc., the Guarantors
party thereto, and U.S. Bank National Association, as trustee, and that certain Supplemental Indenture No. 6, dated as of December 15,
2020, by and among Hillenbrand, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee, and that certain
Supplemental Indenture No. 7, dated as of March 31, 2021, by and among Hillenbrand, Inc., the Guarantors party thereto,
and U.S. Bank National Association, as trustee.


 


	Interest Rate	 	 	Maturity	 	Amount	 
	5.75	%	 	June 15, 2025	 	$	400,000,000	 
	4.5	%	 	September 15, 2026	 	$	375,000,000	 
	3.75	%	 	March 1, 2031	 	$	350,000,000	 




 


Other
Agreements:


 


The Series A Senior Notes up to a maximum principal amount of
$200,000,000 and related indebtedness issued pursuant to that certain Private Shelf Agreement dated as of December 6, 2012, by and
among Hillenbrand, Inc. and PGIM, Inc. (f/k/a Prudential Investment Management, Inc.), as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, including the $100,000,000 4.6% Series A Senior Notes issued December 15,
2014 thereunder.


 


Indebtedness incurred pursuant to the Syndicated L/G Facility Agreement
dated as of March 8, 2018, by and among Hillenbrand, Inc., certain of its subsidiaries and Commerzbank Aktiengesellschaft,
as arranger and lender, and various other lenders named therein, as amended, restated, amended and restated, supplemented or otherwise
modified, from time to time.


 


The Credit Facilities of Milacron India Private Limited with HDFC
Bank in an aggregate principal amount of 520 million Rupees, secured by a hypothecation charge on stock and book debts of Ahmedabad Unit
only (excluding stock and book debts of Mold Master Division) and a charge on plant and Machinery of Ahmedabad Unit only (excluding Assets
of Mold Master Division).


 






     

     


    

 


EXHIBIT A


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by
and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt
of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in
full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted
by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender
under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities
identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its
capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any
of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned
pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).
Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by the Assignor.


 


	1.	Assignor:	 	 



 


	2.	Assignee:	 	 
	 	 	[and is an Affiliate/Approved Fund of
[identify Lender]1]	 



 





	3.	Borrowers:	Hillenbrand, Inc. and certain
                                            Subsidiary Borrowers	 



 


	4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement



 


	5.	Credit Agreement:	The Fourth Amended and Restated Credit Agreement dated June 8, 2022, among Hillenbrand, Inc., the Subsidiary Borrowers from
time to time party thereto, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party
thereto



 





 






1 Select as applicable.


 






     

     


    

 





	6.	Assigned Interest:


 


	Facility Assigned2	 	 	Aggregate Amount of

 Commitment/Loans for

 all Lenders	 	 	 	Amount of

 Commitment/Loans

 Assigned	 	 	 	Percentage Assigned of

 Commitment/Loans3	 
	 	 	$		 	 	$		 	 	 		%
	 	 	$		 	 	$		 	 	 		%
	 	 	$		 	 	$		 	 	 		%



 


The Assignee agrees to deliver
to the Administrative Agent a completed 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 Borrowers, the Loan Parties 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.


 


The Assignee confirms by checking the
relevant box that the person beneficially entitled to interest payable to that Assignee in respect of an advance under a Loan Document
is:


 


		 ̈	not a Qualifying Lender;



 


		 ̈	a Qualifying Lender (other than a Treaty Lender); or



 


		 ̈	a Treaty Lender;



 


and, if applicable, is:


 


		 ̈	a company resident in the United Kingdom for United Kingdom
tax purposes; or



 


		 ̈	a partnership each member of which is:



 


		(i)	a company so resident in the United Kingdom;
                                            or



 


		(ii)	a company not so resident in the United
                                            Kingdom which carries on a trade in the United Kingdom through a permanent establishment
                                            and which is required to bring into account in computing its chargeable profits (for the
                                            purposes of section 19 of the Corporation Tax Act 2009) the whole of any share of interest
                                            payable in respect of that advance that falls to it by reason of Part 17 of the Corporation
                                            Tax Act 2009; or



 


		 ̈	a company not so resident in the United Kingdom which carries
on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of an advance
under a Loan Document in computing the chargeable profits (for the purposes of section 19 of the Corporation Tax Act 2009) of that company;



 





 






2 Fill in the appropriate terminology for the types of
facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Term
Loan Commitment”, etc.).


3 Set forth, to at least 9 decimals, as a percentage of
the Commitment/Loans of all Lenders thereunder.


 






    	 	2	 



     


    

 


and, if applicable, is:


 





		 ̈	a Swiss Qualifying Bank; or



 


		 ̈	not a Swiss Qualifying Bank.



 


[The
Assignee confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [ ]), that it is tax resident in
[ ]4 and that it wishes that scheme to apply to the Agreement.]5


 


Effective Date: _____________ ___, 20___ [TO
BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The terms set forth in this Assignment and Assumption
are hereby agreed to:


 


	 	ASSIGNOR
	 	 
	 	 
	 	[NAME OF ASSIGNOR]
	 	 
	 	 
	 	By:	 
	 	 	Title:
	 	 
	 	 
	 	ASSIGNEE
	 	 
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	 
	 	By:	 
	 	 	Title:




 


	Consented to and Accepted:	 	 
	 	 	 
	JPMORGAN CHASE BANK, N.A., as Administrative
    Agent[, as an Issuing Bank and as Swingline Lender]6	 	 
	 	 	 
	By:	 	 	 
	 	Title:	 	 




 





 






4 Insert jurisdiction of tax residence.


5 Include if Assignee holds a passport under the HMRC DT
Treaty Passport scheme and wishes that scheme to apply to the Agreement.


6 To be added only if the consent of the Issuing Banks
and the Swingline Lender is required by the terms of the Credit Agreement.


 






    	 	3	 



     


    

 


[OTHER ISSUING BANKS]7


 





[Consented to:]8


 


HILLENBRAND, INC.


 


	By:	 	 
	 	Title:	 




 


 


[Consented to:]9


 


[Swiss Borrower]


 


	By:	 	 
	 	Title:	 




 





 






7 To be added only if the consent of the Issuing Banks
is required by the terms of the Credit Agreement.


8 To be added only if the consent of the Company is required
by the terms of the Credit Agreement.


9 To be added only if the consent of the Swiss Borrower
is required by the terms of the Credit Agreement.


 






    	 	4	 



     


    

 


ANNEX I


 


STANDARD TERMS AND CONDITIONS FOR


 


ASSIGNMENT AND ASSUMPTION


 


1.            Representations
and Warranties.


 


1.1          Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and
has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Company, any of its Subsidiaries
or Affiliates or any other Person obligated in respect of any Loan Document, (iv) any requirements under applicable law for the
Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth therein from time to time or (v) the
performance or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations
under any Loan Document.


 


1.2.         Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement and under applicable law that
are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective
Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type
represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned
Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies
of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and
to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on
the Administrative Agent, any Arranger, the Assignor or any other Lender or any of their respective Related Parties, and (vi) attached
to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative
Agent, any Arranger, the Assignor or any other Lender or any of their respective Related Parties, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents,
and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required
to be performed by it as a Lender.


 


2.            Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and
to the Assignee for amounts which have accrued from and after the Effective Date.


 






     

     


    

 


3.            General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute
one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic
Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Approved Electronic
Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the law of the State of New York.


 






    	 	2	 



     


    

 


 



 


EXHIBIT B-1


 


FORM OF BORROWING REQUEST


 


JPMorgan Chase Bank, N.A.,


as Administrative Agent


for the Lenders referred to below


 


[10 South Dearborn

Chicago, Illinois 60603


Attention: Pastell Jenkins

Facsimile: (888) 292-9533]11


 


With a copy to:


 


10 South Dearborn, 9th Floor

Chicago, Illinois 60603


Attention: Christopher Salek

Facsimile: (312) 429-4503


 


Re: Hillenbrand, Inc.


 


[Date]


 


Ladies and Gentlemen:


 


Reference
is hereby made to the Fourth Amended and Restated Credit Agreement dated June 8, 2022 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Hillenbrand, Inc.
(the “Company”), the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto
and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized
terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The [undersigned Borrower][Company,
on behalf of [Subsidiary Borrower],] hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a
[Term Loan] [Revolving] Borrowing under the Credit Agreement, and in that connection the [undersigned Borrower][Company, on behalf of
[Subsidiary Borrower],] specifies the following information with respect to such [Term Loan] [Revolving] Borrowing requested hereby:


 


		1.	Name
                                            of Borrower: __________



 


		2.	The
                                            requested Borrowing is in respect of the [Term Loan][Revolving] Commitment



 


		3.	Aggregate
                                            principal amount of Borrowing:12
                                            $__________



 


		4.	Date
                                            of Borrowing (which shall be a Business Day): __________



 


		5.	Type
                                            of Borrowing (ABR, Term Benchmark or RFR): __________



 





 






11
If request is in respect of Revolving Loans in a Foreign Currency (other than Canadian Dollars), replace this address with the London
address from Section 9.01(a)(ii).


12
Not less than applicable amounts specified in Section 2.02(c).


 






     


     


    

 


		6.	Interest
                                            Period and the last day thereof (if a Term Benchmark Borrowing):13
                                            __________



 


		7.	Agreed
                                            Currency: __________



 


		8.	Location
                                            and number of the applicable Borrower’s account or any other account agreed upon by
                                            the Administrative Agent and such Borrower to which proceeds of Borrowing are to be disbursed:
                                            __________



 


[Signature Page Follows]


 





 






13
Which must comply with the definition of “Interest Period” and end not later than the Maturity Date.


 






    	 	-2-	 



     


    

 


The
Borrower hereby represents and warrants that the conditions to lending specified in Section[s] [4.01 and]1
4.02 of the Credit Agreement are satisfied as of the date hereof.


 


 


	 	Very truly yours,
	 	 
	 	[HILLENBRAND, INC.][SUBSIDIARY BORROWER],
	 	as a Borrower
	 	 	                                        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:



 





 






1
To be included only for Borrowings on the Effective Date.


 






     


     


    

 


EXHIBIT B-2


 


FORM OF INTEREST ELECTION REQUEST


 


JPMorgan Chase Bank, N.A.,


as Administrative Agent


for the Lenders referred to below


 


[10 South Dearborn

Chicago, Illinois 60603


Attention: Pastell Jenkins

Facsimile: (888) 292-9533]1


 


Re: Hillenbrand, Inc.


 


[Date]


 


Ladies and Gentlemen:


 


Reference
is hereby made to the Fourth Amended and Restated Credit Agreement dated June 8, 2022 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among Hillenbrand, Inc.
(the “Company”), the Subsidiary Borrowers party thereto from time to time, the financial institutions party thereto
from time to time as Lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity,
the “Administrative Agent”) for the Lenders. Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Credit Agreement. The [undersigned Borrower][Company, on behalf of [Subsidiary Borrower],] hereby gives
you notice pursuant to Section 2.08 of the Credit Agreement that it requests to [convert][continue] an existing [Term Loan][Revolving]
Borrowing under the Credit Agreement, and in that connection the [undersigned Borrower][Company, on behalf of [Subsidiary Borrower],]
specifies the following information with respect to such [conversion][continuation] requested hereby:


 


		1.	List
                                            Borrower, date, Type, Class, principal amount, Agreed Currency and Interest Period (if applicable)
                                            of existing Borrowing: __________



 


		2.	Aggregate
                                            principal amount of resulting Borrowing: __________



 


		3.	Effective
                                            date of interest election (which shall be a Business Day): __________



 


		4.	Type
                                            of Borrowing (ABR, Term Benchmark or RFR): __________



 


		5.	Interest
                                            Period and the last day thereof (if a Term Benchmark Borrowing):2
                                            __________



 


		6.	Agreed
                                            Currency: __________



 


[Signature Page Follows]


 





 






1
If request is in respect of Revolving Loans in a Foreign Currency (other than Canadian Dollars), replace this address with
the London address from Section 9.01(a)(ii).


2
Which must comply with the definition of “Interest Period” and end not later than the Maturity Date.


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	 
	 	[HILLENBRAND, INC.][SUBSIDIARY BORROWER], as a Borrower
	 	 
	 	 	                                        
	 	By:	 
	 	Name:
	 	Title:



 






     


     


    

 


EXHIBIT C


 


FORM OF INCREASING LENDER SUPPLEMENT


 


INCREASING LENDER SUPPLEMENT,
dated __________, 20___ (this “Supplement”), by and among each of the signatories hereto, supplements the Fourth Amended
and Restated Credit Agreement dated as of June 8, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Hillenbrand, Inc. (the “Company”), the Subsidiary
Borrowers from time to time party thereto, the Lenders party thereto 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 Section 2.20
of the Credit Agreement, the Company has the right, subject to the terms and conditions thereof, to effectuate from time to time
an increase in the aggregate Revolving Commitments and/or enter into one or more tranches of Incremental Term Loans under the Credit
Agreement by requesting one or more Lenders to increase the amount of its Revolving Commitment and/or to participate in such a tranche;


 


WHEREAS, the Company has given
notice to the Administrative Agent of its intention to [increase the aggregate Revolving Commitments] [and] [enter into a tranche of
Incremental Term Loans] pursuant to such Section 2.20; and


 


WHEREAS, pursuant to Section 2.20
of the Credit Agreement, the undersigned Increasing Lender now desires to [increase the amount of its Revolving Commitment] [and]
[participate in a tranche of Incremental Term Loans] under the Credit Agreement by executing and delivering to the Company and the Administrative
Agent this Supplement;


 


NOW, THEREFORE, each of the
parties hereto hereby agrees as follows:


 


1.          The
undersigned Increasing Lender agrees, subject to the terms and conditions of the Credit Agreement, that on the date of this Supplement
it shall [have its Revolving Commitment increased by $[__________], thereby making the aggregate amount of its total Revolving Commitments
equal to $[__________]] [and] [participate in a tranche of Incremental Term Loans with a commitment amount equal to $[__________] with
respect thereto].


 


2.          The
Company hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.


 


3.          Capitalized
terms used but not defined herein but defined in the Credit Agreement shall have their defined meanings when used herein.


 


4.          This
Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.


 


5.          This
Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document. Delivery of
an executed counterpart of a signature page of this Supplement by facsimile or other electronic imaging shall be effective as delivery
of a manually executed counterpart of this Supplement.


 






     


     


    

 


IN WITNESS WHEREOF, each of
the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.


 


	 	[INSERT NAME OF INCREASING LENDER]
	 	 
	 	 	 
	 	By:	                                    
	 	Name:
	 	Title:


 


 


	Accepted and agreed to as of the date first written above:	 
	 	 
	HILLENBRAND, INC.	 
	 	 	 
	By:	                                    	 
	Name:	 
	Title:	 
	 	 
	Acknowledged as of the date first written above:	 
	 	 
	JPMORGAN CHASE BANK, N.A.	 
	as Administrative Agent	 
	 	 	 
	By:	                                    	 
	Name:	 
	Title:	 


 






    	 	2	 



     


    

 


EXHIBIT D


 


FORM OF AUGMENTING LENDER SUPPLEMENT


 


This AUGMENTING LENDER SUPPLEMENT,
dated __________, 20___ (this “Supplement”), by and among the signatories hereto, supplements the Fourth Amended and
Restated Credit Agreement dated June 8, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among Hillenbrand, Inc. (the “Company”), the Subsidiary
Borrowers from time to time party thereto, the Lenders party thereto 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, the Credit Agreement
provides in Section 2.20 thereof that any bank, financial institution or other entities may [extend Revolving Commitments]
[and] [participate in tranches of Incremental Term Loans] under the Credit Agreement subject to the approval of the Company and the Administrative
Agent, by executing and delivering to the Company and the Administrative Agent a supplement to the Credit Agreement in substantially
the form of this Supplement; and


 


WHEREAS, the undersigned Augmenting
Lender was not an original party to the Credit Agreement but now desires to become a party thereto;


 


NOW, THEREFORE, each of the
parties hereto hereby agrees as follows:


 


1. The undersigned Augmenting
Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date of this Supplement, become
a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a [Revolving Commitment of
$[__________]] [and] [a commitment with respect to Incremental Term Loans of $[__________]].


 


2. The undersigned Augmenting
Lender (a) represents and warrants that it is legally authorized to enter into this Supplement and to consummate the transactions
contemplated hereby and to become a Lender under this Credit Agreement; (b) confirms that it has received a copy of the Credit Agreement,
together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and
has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter
into this Supplement; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender
and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking
or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints
and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the
Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent
by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions
of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement
are required to be performed by it as a Lender.


 


3. The undersigned’s
address for notices for the purposes of the Credit Agreement is as follows:


 


[___________]


 






     


     


    

 


4. The Company hereby represents
and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.


 


5. The Augmenting Lender (a) represents
and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Augmenting
Lender Supplement and to consummate the transactions contemplated hereby, (ii) it satisfies the requirements, if any, specified
in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the date hereof,
it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, shall have the obligations of a Lender thereunder,
(iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant
to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Augmenting Lender Supplement on the basis of which it has made such analysis and decision independently
and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Augmenting
Lender Supplement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and
executed by the Augmenting Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative
Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue
to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.


 


6. The Augmenting Lender confirms
by checking the relevant box that the person beneficially entitled to interest payable to that Assignee in respect of an advance under
a Loan Document is:


 


		 ̈	not a Qualifying Lender;



 


		 ̈	a Qualifying Lender (other than a Treaty Lender); or



 


		 ̈	a Treaty Lender;



 


and, if applicable, is:


 


		 ̈	a company resident in the United Kingdom for United Kingdom tax
purposes; or



 


a partnership each member of
which is:


 


	 	 ̈	(i)	a company so resident in the United Kingdom;
                                            or



 


		(ii)	a company not so resident in the United
                                            Kingdom which carries on a trade in the United Kingdom through a permanent establishment
                                            and which is required to bring into account in computing its chargeable profits (for the
                                            purposes of section 19 of the Corporation Tax Act 2009) the whole of any share of interest
                                            payable in respect of that advance that falls to it by reason of Part 17 of the Corporation
                                            Tax Act 2009; or



 


		 ̈	a company not so resident in the United Kingdom which carries
on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of an advance
under a Loan Document in computing the chargeable profits (for the purposes of section 19 of the Corporation Tax Act 2009) of that company.



 






    	 	2	 



     


    

 


[7. The Augmenting Lender confirms
that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [      ]), that it is tax resident in [      ] 17
and that it wishes that scheme to apply to the Agreement.]18


 


8. Capitalized terms used but
not defined here but defined in the Credit Agreement shall have their defined meanings when used herein.


 


9. This Supplement shall be
governed by, and construed in accordance with, the laws of the State of New York.


 


10. This Supplement may be
executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute one and the same document. Delivery of an executed counterpart
of a signature page of this Supplement by facsimile or other electronic imaging shall be effective as delivery of a manually executed
counterpart of this Supplement.


 


[remainder of this page intentionally left
blank]


 





 






		17	Insert jurisdiction of tax residence.



		18	Include if Assignee holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to
apply to the Agreement.



 






    	 	3	 



     


    

 


IN WITNESS WHEREOF, each of
the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.


 


	 	[INSERT NAME OF AUGMENTING LENDER]
	 	 
	 	 	 
	 	By:	                                         
	 	Name:
	 	Title:


 


 


	Accepted and agreed to as of the date first written above:	 
	 	 
	HILLENBRAND, INC.	 
	 	 	 
	By:	                                         	 
	Name:	 
	Title:	 
	 	 
	Acknowledged as of the date first written above:	 
	 	 
	JPMORGAN CHASE BANK, N.A.	 
	as Administrative Agent	 
	 	 	 
	By:	                                         	 
	Name:	 
	Title:	 


 






    	 	4	 



     


    

 


EXHIBIT E


 


LIST OF CLOSING DOCUMENTS


 


HILLENBRAND, INC.

CERTAIN SUBSIDIARY BORROWERS


 


CREDIT FACILITIES


 


June 8, 2022


 


LIST OF CLOSING DOCUMENTS1


 


A.          LOAN
DOCUMENTS


 


		1.	Fourth Amended and Restated Credit Agreement
                                            (the “Credit Agreement”) by and among Hillenbrand, Inc., an Indiana
                                            corporation (the “Company”), the Subsidiary Borrowers from time to time
                                            party thereto (collectively with the Company, the “Borrowers”), the institutions
                                            from time to time party thereto as lenders (the “Lenders”) and JPMorgan
                                            Chase Bank, N.A., in its capacity as administrative agent for itself and the other Lenders
                                            (the “Administrative Agent”), evidencing a revolving credit facility to
                                            the Borrowers from the Revolving Lenders in an aggregate principal amount of $1,000,000,000
                                            and a delayed draw term loan facility to the Company from the Term Lenders in an aggregate
                                            principal amount of $200,000,000.



 


SCHEDULES


 


	Schedule
    2.01	--	Commitments
	Schedule
    2.06	--	Existing
    Letters of Credit
	Schedule
    3.01	--	Subsidiaries
	Schedule
    6.01	--	Existing
    Liens
	Schedule
    6.03	--	Existing
    Indebtedness


 


EXHIBITS


 


	Exhibit A	--	Form of
    Assignment and Assumption
	Exhibit B-1	--	Form of
    Borrowing Request
	Exhibit B-2	--	Form of
    Interest Election Request
	Exhibit C	--	Form of
    Increasing Lender Supplement
	Exhibit D	--	Form of
    Augmenting Lender Supplement
	Exhibit E	--	List
    of Closing Documents
	Exhibit F-1	--	Form of
    Borrowing Subsidiary Agreement
	Exhibit F-2	--	Form of
    Borrowing Subsidiary Termination
	Exhibit G	--	Form of
    Subsidiary Guaranty
	Exhibit H-1	--	Form of
    U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)
	Exhibit H-2	--	Form of
    U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)



 





 






1
Each capitalized term used herein and not defined herein shall have the meaning assigned to such term in the Credit Agreement.
Items appearing in bold and italics shall be prepared and/or provided by the Company and/or Company’s counsel.


 






     


     


    

 


	Exhibit H-3	--	Form of
    U.S. Tax Certificate (Foreign Participants That Are Partnerships)
	Exhibit H-4	--	Form of
    U.S. Tax Certificate (Foreign Lenders That Are Partnerships)
	Exhibit I-1	--	Form of
    Revolving Loan Note
	Exhibit I-2	--	Form of
    Term Loan Note


 


		2.	Notes executed by the Borrowers in favor of
                                            each of the Lenders, if any, which has requested a note pursuant to Section 2.10(e) of
                                            the Credit Agreement.



 


		3.	Third Amended and Restated Guaranty executed
                                            by the initial Subsidiary Guarantors (collectively with the Borrowers, the “Loan
                                            Parties”) in favor of the Administrative Agent.



 


B.          CORPORATE
DOCUMENTS


 


		4.	Certificate
                                            of the Secretary or an Assistant Secretary or any other authorized signatory of each Loan
                                            Party certifying (i) that there have been no changes in the Certificate of Incorporation
                                            or other charter document of such Loan Party, as attached thereto and as certified as of
                                            a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction
                                            of its organization, since the date of the certification thereof by such governmental entity
                                            (or any corresponding certification customary in the applicable jurisdiction for such Loan
                                            Party), (ii) the By-Laws or other applicable organizational document, as attached thereto,
                                            of such Loan Party as in effect on the date of such certification, (iii) resolutions
                                            of the Board of Directors or other governing body of such Loan Party authorizing the execution,
                                            delivery and performance of each Loan Document to which it is a party,
                                            (iv) the names and true signatures of the incumbent officers of each Loan Party authorized
                                            to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized
                                            to request a Borrowing or the issuance of a Letter of Credit under the Credit Agreement and
                                            (v) in respect of each Loan Party incorporated under the laws of Germany, (A) an
                                            electronic commercial register excerpt of recent date (Handelsregisterauszug), (B) the
                                            articles of association (Gesellschaftsvertrag), a list of its shareholders (Gesellschafterliste)
                                            and, if applicable, any by-laws.



 


		5.	Good Standing Certificate (or analogous
                                            documentation if applicable) for each Loan Party from the Secretary of State (or analogous
                                            governmental entity) of the jurisdiction of its organization, to the extent generally available
                                            in such jurisdiction.



 


C.          OPINIONS


 


		6.	Opinion of Skadden, Arps, Slate, Meagher &
                                            Flom LLP, counsel for the Loan Parties.



 


		7.	Opinion of Ice Miller LLP, special Indiana
                                            counsel for the Loan Parties.



 


		8.	Opinion of MME Legal, Swiss counsel for
                                            the Loan Parties.



 


		9.	Opinion of McInnes Cooper, Nova Scotia
                                            counsel for the Loan Parties.



 


		10.	Opinion of Skadden, Arps, Slate, Meagher &
                                            Flom (UK) LLP, England and Wales counsel for the Loan Parties.



 


		11.	Opinion of Skadden, Arps, Slate, Meagher &
                                            Flom LLP, German counsel for the Loan Parties.



 






    	 	2	 



     


    

 


D.          CLOSING
CERTIFICATES AND MISCELLANEOUS FOR EFFECTIVE DATE


 


		12.	A Certificate, dated as of the Effective
                                            Date and signed by the President, a Vice President or a Financial Officer of the Company,
                                            certifying the following (in such officer’s capacity as an officer and not in any individual
                                            capacity): (i) all of the representations and warranties of the Company set forth in
                                            the Credit Agreement are true and correct in all material respects (provided that any representation
                                            or warranty qualified by materiality or Material Adverse effect is true and correct in all
                                            respects), except that to the extent that such representation or warranty expressly relates
                                            to an earlier date, such representation or warranty is true and correct as of such earlier
                                            date and (ii) no Default or Event of Default has occurred and is then continuing.



 






    	 	3	 



     


    

 


EXHIBIT F-1


 


[FORM OF]


 


BORROWING SUBSIDIARY AGREEMENT


 


This BORROWING SUBSIDIARY AGREEMENT
dated as of [_____], is entered into by Hillenbrand, Inc., an Indiana corporation (the “Company”), [Name of Subsidiary
Borrower], a [__________] (the “New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative Agent
(the “Administrative Agent”).


 


Reference is hereby made to
the Fourth Amended and Restated Credit Agreement dated June 8, 2022 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among the Company, the Subsidiary Borrowers from time
to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent. Capitalized
terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Under the
Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain Subsidiary
Borrowers (collectively with the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary desire
that the New Borrowing Subsidiary become a Subsidiary Borrower. In addition, the New Borrowing Subsidiary hereby authorizes the Company
to act on its behalf as and to the extent provided for in Article II of the Credit Agreement.


 


Each of the Company and the
New Borrowing Subsidiary represents and warrants that the representations and warranties of the Company in the Credit Agreement relating
to the New Borrowing Subsidiary and this Agreement are true and correct in all material respects (provided that any representation or
warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date hereof
(except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation or
warranty shall be true and correct as of such earlier date). [The Company and the New Borrowing Subsidiary further represent and warrant
that the execution, delivery and performance by the New Borrowing Subsidiary of the transactions contemplated under this Agreement and
the use of any of the proceeds raised in connection with this Agreement will not contravene or conflict with, or otherwise constitute
unlawful financial assistance under, Sections 677 to 683 (inclusive) of the United Kingdom Companies Act 2006 of England and Wales
(as amended).]1


 


The Company agrees that the
Guarantee of the Company contained in the Credit Agreement will apply to the Obligations of the New Borrowing Subsidiary. Upon execution
of this Agreement by each of the Company, the New Borrowing Subsidiary and the Administrative Agent, the New Borrowing Subsidiary shall
be, until the execution of a Borrowing Subsidiary Termination with respect to the New Borrowing Subsidiary, a party to the Credit Agreement
and shall constitute a “Subsidiary Borrower” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to
be bound by all provisions of the Credit Agreement.


 


This Agreement shall be governed
by and construed in accordance with the laws of the State of New York.


 





 






1
To be included only if a New Borrowing Subsidiary will be a Borrower organized under the laws of England and Wales.


 






     


     


    

 


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


 


	 	HILLENBRAND, INC.
	 	 
	 	 	 
	 	By:	                              
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	[NAME OF NEW BORROWING SUBSIDIARY]
	 	 
	 	 	 
	 	By:	                              
	 	 	Name:
	 	 	Title:


 


 


	Acknowledged as of the date first written above:	 
	 	 
	 	 
	JPMORGAN CHASE BANK, N.A.,	 
	as Administrative Agent	 
	 	 
	 	 	 
	By:	                              	 
	 	Name:	 
	 	Title:	 


 






     


     


    

 


EXHIBIT F-2


 


[FORM OF]


 


BORROWING SUBSIDIARY TERMINATION


 


JPMorgan Chase Bank, N.A.

as Administrative Agent

for the Lenders referred to below

[10 South Dearborn Street]

[Chicago, Illinois 60603]

Attention: [__________]


 


[Date]


 


Ladies and Gentlemen:


 


The
undersigned, Hillenbrand, Inc. (the “Company”), refers to the Fourth Amended and Restated Credit Agreement
dated June 8, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Company, the Subsidiary Borrowers from time to time party thereto, the Lenders party thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent and the other agents party thereto. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement.


 


The Company hereby terminates
the status of [______________] (the “Terminated Borrowing Subsidiary”) as a Subsidiary Borrower under the Credit Agreement.
[The Company represents and warrants that no Loans made to the Terminated Borrowing Subsidiary are outstanding as of the date hereof
and that all amounts due and payable by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and, to the extent notified
by the Administrative Agent or any Lender, any other amounts payable under the Credit Agreement) pursuant to the Credit Agreement have
been paid in full on or prior to the date hereof.] [The Company acknowledges that the Terminated Borrowing Subsidiary shall continue
to be a Borrower until such time as all Loans made to the Terminated Borrowing Subsidiary shall have been prepaid and all amounts due
and payable by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and, to the extent notified by the Administrative
Agent or any Lender, any other amounts payable under the Credit Agreement) pursuant to the Credit Agreement shall have been paid in full,
provided that the Terminated Borrowing Subsidiary shall not have the right to make further Borrowings under the Credit Agreement.]


 


[Signature Page Follows]


 






     


     


    

 


This instrument shall be construed
in accordance with and governed by the laws of the State of New York.


 


	 	Very truly yours,
	 	 
	 	 
	 	HILLENBRAND, INC.
	 	 
	 	 	 
	 	By:	                                                            
	 	 	Name:
	 	 	Title:


 


		Copy to:	JPMorgan Chase Bank, N.A.



[10 South Dearborn Street]


[Chicago, Illinois 60603]


 






    	 	2	 



     


    

 


EXHIBIT G


 


[FORM OF]


 


SUBSIDIARY GUARANTY


 


THIRD AMENDED AND RESTATED GUARANTY


 


THIS THIRD AMENDED AND RESTATED
GUARANTY (this “Guaranty”) is made as of June 8, 2022, by and among each of the undersigned (the “Initial
Guarantors” and along with any additional Material Domestic Subsidiaries (other than Excluded Subsidiaries) of the Company
which become parties to this Guaranty by executing a supplement hereto in the form attached as Annex I, the “Guarantors”)
in favor of the Administrative Agent, for the ratable benefit of the Holders of Guaranteed Obligations (as defined below), under the
Credit Agreement referred to below.


 


WITNESSETH


 


WHEREAS,
Hillenbrand, Inc., an Indiana corporation (the “Company”), the subsidiary borrowers parties thereto (the “Subsidiary
Borrowers” and, together with the Company, the “Borrowers”), the institutions from time to time parties
thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative
Agent”) have entered into a certain Fourth Amended and Restated Credit Agreement dated as of June 8, 2022 (as the
same may be amended, modified, supplemented and/or restated, and as in effect from time to time, the “Credit Agreement”),
which Credit Agreement amends and restates in its entirety the Existing Credit Agreement (as defined in the Credit Agreement), providing,
subject to the terms and conditions thereof, for extensions of credit and other financial accommodations to be made by the Lenders to
the Borrowers;


 


WHEREAS, the Credit Agreement,
among other things, re-evidences the Borrowers’ outstanding obligations under the Existing Credit Agreement and provides, subject
to the terms thereof, for future extensions from time to time of credit and other financial accommodations by the Lenders to the Borrowers;


 


WHEREAS, certain of the Initial
Guarantors guaranteed the payment of the Borrowers’ obligations under the Existing Credit Agreement pursuant to the Second Amended
and Restated Guaranty dated as of August 28, 2019 (the “Existing Guaranty”);


 


WHEREAS, each Initial Guarantor
party to the Existing Guaranty wishes to affirm its obligations under the terms of the Existing Guaranty with respect to amounts owing
by the Borrowers under the Credit Agreement and wishes to amend and restate the terms of the Existing Guaranty;


 


WHEREAS, it is a condition
precedent to the extensions of credit by the Lenders under the Credit Agreement that each of the Guarantors execute and deliver this
Guaranty, whereby each of the Guarantors shall guarantee the payment when due of all Obligations; and


 


WHEREAS, in consideration of
the direct and indirect financial and other support that the Borrowers have provided, and such direct and indirect financial and other
support as the Borrowers may in the future provide, to the Guarantors, and in order to induce the Lenders and the Administrative Agent
to enter into the Credit Agreement, each of the Guarantors is willing to guarantee the Obligations of the Borrowers;


 






     


     


    





 


NOW, THEREFORE, in consideration
of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:


 


SECTION 1.     Definitions.
Terms used herein but not defined herein have, as used herein, the respective meanings given such terms in the Credit Agreement.


 


SECTION 2.     Representations,
Warranties and Covenants. Each of the Guarantors represents and warrants that:


 


(A)         It
is a corporation, partnership or limited liability company duly and properly incorporated or organized, as the case may be, validly existing
and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation, organization
or formation and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except
to the extent that the failure to have such authority would not reasonably be expected to have a Material Adverse Effect.


 


(B)          It
(to the extent applicable) has the requisite power and authority to execute and deliver this Guaranty and to perform its obligations
hereunder. The execution and delivery by each Guarantor of this Guaranty and the performance by it of each of its obligations hereunder
have been duly authorized by proper proceedings, and this Guaranty constitutes a legal, valid and binding obligation of such Guarantor,
respectively, enforceable against such Guarantor, respectively, in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally
and by general equitable principles regardless of whether considered in a proceeding in equity or at law.


 


(C)          Neither
the execution and delivery by such Guarantor of this Guaranty, nor the consummation by such Guarantor of the transactions herein contemplated,
nor compliance by such Guarantor with the provisions hereof will: (a) require any consent or approval of, registration or filing
with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect,
(b) violate the charter, by-laws or other organizational documents of such Guarantor, (c) violate any applicable material law
or regulation or any order of any Governmental Authority, (d)  violate or result in a default under any indenture, agreement or
other instrument binding upon such Guarantor or any of its Subsidiaries or its assets, or give rise to a right thereunder to require
any payment to be made by such Guarantor, except for any such violation or right which, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect, or (e)  result in the creation or imposition of any Lien on any asset of such
Guarantor.


 


In addition to the foregoing,
subject to Section 25 of this Guaranty, each of the Guarantors covenants that, so long as any Lender has any Commitment outstanding
under the Credit Agreement or any amount payable under the Credit Agreement or any other Guaranteed Obligations (as defined below) shall
remain unpaid, it will fully comply with those covenants and agreements of such Borrower applicable to such Guarantor set forth in the
Credit Agreement.


 






    	 	2	 



     


    

 


SECTION 3.     Reaffirmation
and Guaranty. Each Initial Guarantor party to the Existing Guaranty affirms its obligations under and the terms and conditions of
the Existing Guaranty and agrees that such obligations remain in full force and effect and are hereby ratified, reaffirmed and confirmed.
Each Initial Guarantor party to the Existing Guaranty acknowledges and agrees with the Administrative Agent that the Existing Guaranty
is amended and restated in its entirety pursuant to the terms hereof. Furthermore, each of the Guarantors hereby unconditionally guarantees,
jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity,
upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan
made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of any Borrower to reimburse LC Disbursements (“Reimbursement
Obligations”), (iii) all other amounts payable by any Borrower or any of its Subsidiaries under the Credit Agreement and
the other Loan Documents, and (iv) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of
all of the agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents (all of the foregoing
being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed
Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of
determining any obligations of any Guarantor), and the Lenders, Issuing Banks, and Administrative Agent being referred to collectively
as the “Holders of Guaranteed Obligations”). Upon the occurrence and during the continuance of any Event of Default
under the Credit Agreement, each of the Guarantors agrees that it shall forthwith on demand by the Administrative Agent pay such amount
or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant Loan Document, as the case
may be. Each of the Guarantors hereby agrees that this Guaranty is an irrevocable guaranty of payment and is not a guaranty of collection.


 


SECTION 4.     Guaranty
Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise affected by, and each Guarantor hereby waives any defenses
it may have (now or in the future) by reason of:


 


(A)          (i) any
extension, renewal, settlement, indulgence, compromise, waiver or release of the Guaranteed Obligations, any part thereof, any agreement
relating thereto (including this Guaranty), or any obligation of any other Guarantor, whether (in any such case) by operation of law
or otherwise other than as a result of the indefeasible payment in full in cash of the Guaranteed Obligations; or (ii) any failure
or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations, any part thereof, any agreement relating
thereto (including this Guaranty), or any obligation of any other Guarantor;


 


(B)           any
modification or amendment of or supplement to the Credit Agreement or any other Loan Document, including, without limitation, any such
amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations;


 


(C)           any
release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of (i) any collateral
securing the Guaranteed Obligations or any part thereof, (ii) any other guaranties with respect to the Guaranteed Obligations or
any part thereof, or (iii) any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof;


 


(D)           (i) any
change in the corporate, partnership or other existence, structure or ownership of any Borrower or any Guarantor, (ii) any insolvency,
bankruptcy, reorganization or other similar proceeding affecting such Borrower or Guarantor, or any of their respective assets or any
resulting release or discharge of any obligation of such Borrower or Guarantor;


 


(E)            the
existence of any claim, setoff or other rights which any Guarantor may have at any time against any Borrower, any other Guarantor, or
the Holders of Guaranteed Obligations, whether in connection herewith or in connection with any unrelated transactions; provided
that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;


 






    	 	3	 



     


    

 


(F)          (i) the
enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement
relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, (ii) any other invalidity
or unenforceability relating to or against any Borrower or any other Guarantor of any of the Guaranteed Obligations, for any reason,
related to the Credit Agreement or any other Loan Document, or (iii) any provision of applicable law decree, order or regulation
of any jurisdiction purporting to prohibit the payment by any Borrower or any Guarantor, or otherwise affecting any term of any of the
Guaranteed Obligations;


 


(G)          the
election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11
of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of
the Bankruptcy Code;


 


(H)          the
failure of any other Guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or


 


(I)            any
other act or omission to act or delay of any kind by any Borrower, any Guarantor or any Holders of Guaranteed Obligations, or any other
circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any
Guarantor’s obligations hereunder except as provided in Section 5.


 


SECTION 5.     Continuing
Guarantee; Discharge Only Upon Payment In Full: Reinstatement In Certain Circumstances. Subject to Section 25 of this Guaranty,
each of the Guarantors’ obligations hereunder shall constitute a continuing and irrevocable guarantee of all Guaranteed Obligations
now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations shall have been paid in full in
cash and the Commitments and all Letters of Credit issued under the Credit Agreement shall have terminated or expired (other than indemnities
and other contingent obligations not then due and payable and as to which no claim has been made, and other than Letters of Credit that
have been cash collateralized in accordance with the provisions of the Credit Agreement or with respect to which other arrangements have
been made that are satisfactory to the applicable Issuing Bank). If at any time any payment of the principal of or interest on any Loan,
any Reimbursement Obligation or any other amount payable by any Borrower or any other party under the Credit Agreement or any other Loan
Document (including a payment effected through exercise of a right of setoff) is rescinded, or is or must be otherwise restored or returned
upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise (including pursuant to a settlement entered into by a
Credit Party in its discretion), each of the Guarantors’ obligations hereunder with respect to such payment shall be reinstated
as though such payment had been due but not made at such time. The parties hereto acknowledge and agree that each of the Guaranteed Obligations
shall be due and payable in the same currency as such Guaranteed Obligation is denominated but if currency control or exchange regulations
are imposed in the country which issues such currency with the result that such currency (the “Original Currency”)
no longer exists or the relevant Guarantor is not able to make payment in such Original Currency, then all payments to be made by such
Guarantor hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date
of payment) of such payment due, it being the intention of the parties hereto that each Guarantor takes all risks of the imposition of
any such currency control or exchange regulations.


 


SECTION 6.     General
Waivers; Additional Waivers.


 


(A)            General
Waivers. Each of the Guarantors irrevocably waives notice of acceptance hereof, presentment, demand for performance, notice of protest
and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action
be taken by any Person against any Borrower, any other guarantor of the Guaranteed Obligations, or this Guaranty (except if such notice
is specifically required to be given to such Guarantor hereunder or under the Loan Documents).


 






    	 	4	 



     


    

 


(B)         Additional
Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly
waives:


 


(i)           any
right it may have to revoke this Guaranty as to future indebtedness;


 


(ii)          (a) notice
of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed
Obligations; (b) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry
of the Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (c) notice
of any adverse change in the financial condition of any Borrower or of any other fact that might increase such Guarantor’s risk
hereunder; (d) notice of any Default or Event of Default;


 


(iii)         its
right, if any, to require the Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which
the Holders of Guaranteed Obligations have or may have against, the other Guarantors or any third party; and each Guarantor further waives
any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been
fully and finally performed and paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability
of the other Guarantors in respect thereof;


 


(iv)         (a) any
rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off,
counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable
to the Administrative Agent and the other Holders of Guaranteed Obligations with respect to the Guaranteed Obligations; (b) any
defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection,
sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; and (c) any defense such Guarantor
has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of
the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors;
the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge
of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of
law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission;
or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of
the Guaranteed Obligations; and


 


(v)        any
defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative
Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of
Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”,
as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the
Guarantors.


 






    	 	5	 



     


    

 


SECTION 7.     Subordination
of Subrogation; Subordination of Intercompany Indebtedness.


 


(A)       Subordination
of Subrogation. Until the Guaranteed Obligations have been fully and finally performed and paid in full in cash (other than indemnities
and other contingent obligations not then due and payable and as to which no claim has been made, and other than Letters of Credit that
have been cash collateralized in accordance with the provisions of the Credit Agreement or with respect to which other arrangements have
been made that are satisfactory to the applicable Issuing Bank), the Guarantors (i) shall have no right of subrogation with respect
to such Guaranteed Obligations, (ii) waive any right to enforce any remedy which the Holders of Guaranteed Obligations now have
or may hereafter have against any Borrower or any Guarantor of all or any part of the Guaranteed Obligations, and (iii) waive any
benefit of, and any right to participate in, any security or collateral given to the Holders of Guaranteed Obligations to secure the
payment or performance of all or any part of the Guaranteed Obligations or any other liability of any Borrower to the Holders of Guaranteed
Obligations. Should any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, each Guarantor hereby
expressly and irrevocably (A) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution,
indemnification or set off with respect to the Guaranteed Obligations that such Guarantor may have to the payment in full in cash of
the Guaranteed Obligations and (B) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until
the Guaranteed Obligations are paid in full in cash (other than indemnities and other contingent obligations not then due and payable
and as to which no claim has been made, and other than Letters of Credit that have been cash collateralized in accordance with the provisions
of the Credit Agreement or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank).
Each Guarantor acknowledges and agrees that this subordination is intended to benefit the Holders of Guaranteed Obligations and shall
not limit or otherwise affect such Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Holders
of Guaranteed Obligations and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements
set forth in this Section 7(A).


 






    	 	6	 



     


    

 


(B)            Subordination
of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against any Borrower or any other Guarantor
hereunder (each an “Obligor”) with respect to any Intercompany Indebtedness (as hereinafter defined) shall be subordinate
and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations (other than indemnities and
other contingent obligations not then due and payable and as to which no claim has been made, and other than Letters of Credit that have
been cash collateralized in accordance with the provisions of the Credit Agreement or with respect to which other arrangements have been
made that are satisfactory to the applicable Issuing Bank); provided that, unless otherwise prohibited as otherwise set forth
below, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Upon
acceleration of the Loans pursuant to Article VII of the Credit Agreement, notwithstanding any right of any Guarantor to
ask, demand, sue for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether
now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the
Holders of Guaranteed Obligations in those assets. Upon acceleration of the Loans pursuant to Article VII of the Credit Agreement,
no Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or
otherwise, unless and until all of the Guaranteed Obligations (other than indemnities and other contingent obligations not then due and
payable and as to which no claim has been made, and other than Letters of Credit that have been cash collateralized in accordance with
the provisions of the Credit Agreement or with respect to which other arrangements have been made that are satisfactory to the applicable
Issuing Bank) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document have been
terminated. Upon acceleration of the Loans pursuant to Article VII of the Credit Agreement, (a) if all or any part of
the assets of such Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such
Obligor, whether partial or complete, voluntary or involuntary, in each case by reason of liquidation, bankruptcy, arrangement, receivership,
assignment for the benefit of creditors or any other similar action or proceeding with respect to such Obligor (all of the foregoing
referred to as an “Insolvency Proceeding”) or (b) if the business of any such Obligor is dissolved or if substantially
all of the assets of any such Obligor are sold, in each case pursuant to an Insolvency Proceeding with respect to such Obligor, then,
and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution
of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to
any indebtedness of such Obligor to any Guarantor (“Intercompany Indebtedness”), shall be paid or delivered directly
to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations
(other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made, and other than
Letters of Credit that have been cash collateralized in accordance with the provisions of the Credit Agreement or with respect to which
other arrangements have been made that are satisfactory to the applicable Issuing Bank) shall have first been fully paid and satisfied
(in cash). Upon acceleration of the Loans pursuant to Article VII of the Credit Agreement, should any payment, distribution,
security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to such Intercompany Indebtedness
after any such Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than indemnities and other
contingent obligations not then due and payable and as to which no claim has been made, and other than Letters of Credit that have been
cash collateralized in accordance with the provisions of the Credit Agreement or with respect to which other arrangements have been made
that are satisfactory to the applicable Issuing Bank) and the termination of all financing arrangements pursuant to any Loan Document,
such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall
forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form
received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations,
due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed
Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent
or any of its officers or employees is irrevocably authorized to make the same. Upon acceleration of the Loans pursuant to Article VII
of the Credit Agreement, each Guarantor agrees that until the Guaranteed Obligations (other than indemnities and other contingent
obligations not then due and payable and as to which no claim has been made, and other than Letters of Credit that have been cash collateralized
in accordance with the provisions of the Credit Agreement or with respect to which other arrangements have been made that are satisfactory
to the applicable Issuing Bank) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document
among any Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person
(other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.


 


SECTION 8.     Contribution
with Respect to Guaranteed Obligations.


 


(A)        To
the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into
account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise
would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by
such Guarantor Payment in the same proportion as such Guarantor’s Allocable Amount (as defined below) (as determined immediately
prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors (as determined immediately prior to
the making of such Guarantor Payment), then, following payment in full in cash of the Guaranteed Obligations (other than indemnities
and other contingent obligations not then due and payable and as to which no claim has been made, and other than Letters of Credit that
have been cash collateralized in accordance with the provisions of the Credit Agreement or with respect to which other arrangements have
been made that are satisfactory to the applicable Issuing Bank) and termination of the Credit Agreement, such Guarantor shall be entitled
to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess,
pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.


 






    	 	7	 



     


    

 


(B)       As
of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the excess of the fair saleable value
of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected to become
due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that is also liable for such
contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors as of such date in a manner
to maximize the amount of such contributions.


 


(C)       This
Section 8 is intended only to define the relative rights of the Guarantors, and nothing set forth in this Section 8 is intended
to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due
and payable in accordance with the terms of this Guaranty.


 


(D)       The
parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor or
Guarantors to which such contribution and indemnification is owing.


 


SECTION 9.     Limitation
of Guaranty. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited
to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy
Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.
In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence,
it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have
under this Guaranty, any other agreement or applicable law shall be taken into account.


 


SECTION 10.     Stay
of Acceleration. If acceleration of the time for payment of any amount payable by any Borrower under the Credit Agreement or any
other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of such Borrower, all such amounts otherwise subject
to acceleration under the terms of the Credit Agreement or any other Loan Document shall nonetheless be payable by each of the Guarantors
hereunder forthwith on demand by the Administrative Agent.


 


SECTION 11.     Notices.
All notices, requests and other communications to any party hereunder shall be given in the manner prescribed in Section 9.01 of
the Credit Agreement with respect to the Administrative Agent at its notice address therein and with respect to any Guarantor, in care
of the Company at the address of the Company set forth in the Credit Agreement or such other address or telecopy number as such party
may hereafter specify for such purpose by notice to the Administrative Agent in accordance with the provisions of such Section 9.01.


 






    	 	8	 



     


    

 


SECTION 12.     No
Waivers. No failure or delay by the Administrative Agent or any other Holder of Guaranteed Obligations in exercising any right, power
or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Guaranty, the Credit
Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies provided by law.


 


SECTION 13.     Successors
and Assigns. This Guaranty (a) shall be enforceable by the Administrative Agent and its successors and assigns and not by any
other Holder of Guaranteed Obligations and (b) is for the benefit of the Holders of Guaranteed Obligations and their respective
successors and permitted assigns; it being understood and agreed that in the event that the Holders of Guaranteed Obligations assign
or transfer all or a portion of their respective rights and obligations under Section 9.04 of the Credit Agreement, then the rights
hereunder, to the extent applicable to the rights and obligations so assigned, may be transferred with such rights and obligations. This
Guaranty shall be binding upon each of the Guarantors and their respective successors and assigns; provided, that no Guarantor
shall have any right to assign its rights or obligations hereunder without the consent of all of the Lenders, except as otherwise permitted
pursuant to the Credit Agreement, and any such assignment in violation of this Section 13 shall be null and void.


 


SECTION 14.     Changes
in Writing. Other than in connection with the addition of additional Guarantors, which become parties hereto by executing a supplement
hereto in the form attached as Annex I, neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated
orally, but only in writing signed by each of the Guarantors and the Administrative Agent.


 


SECTION 15.     GOVERNING
LAW. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


SECTION 16.     CONSENT
TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL; IMMUNITY.


 


(A)            EACH
Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the
exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan
(or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan),
and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any other Loan Document
or the transactions relating hereto or thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims
or third party claims brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in such
Federal (to the extent permitted by law) or New York State court. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT,
ANY ISSUING BANK OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 






    	 	9	 



     


    

 


(B)            EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION 17.     No
Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Guaranty. In the event
an ambiguity or question of intent or interpretation arises, this Guaranty shall be construed as if drafted jointly by the parties hereto
and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of
this Guaranty.


 


SECTION 18.     Taxes,
Expenses of Enforcement, etc.


 


(A)            Taxes.
Sections 2.17 and 2.17A of the Credit Agreement shall be applicable, mutatis mutandis, to all payments required to be made by
any Guarantor under this Guaranty as if a reference to a Borrower in those Sections were a reference to a Guarantor.


 


(B)            Expenses
of Enforcement, Etc. The Guarantors agree to reimburse the Administrative Agent for all reasonable and documented out-of-pocket expenses
incurred by the Administrative Agent, in accordance with Section 9.03 of the Credit Agreement.


 


SECTION 19.     Setoff.
At any time after all or any part of the Guaranteed Obligations have become due and payable (by acceleration or otherwise), each Holder
of Guaranteed Obligations may, without notice to any Guarantor and regardless of the acceptance of any security or collateral for the
payment hereof, appropriate and apply in accordance with the terms of the Credit Agreement toward the payment of all or any part of the
Guaranteed Obligations: (i) any indebtedness due from such Holder of Guaranteed Obligations to any Guarantor, and (ii) any
moneys, credits or other property belonging to any Guarantor, at any time held by or coming into the possession of such Holder of Guaranteed
Obligations or any of their respective Affiliates.


 


SECTION 20.     Financial
Information. Each Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of each of the Obligors,
and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations, or any part thereof, that diligent
inquiry would reveal, and each Guarantor hereby agrees that none of the Holders of Guaranteed Obligations shall have any duty to advise
such Guarantor of information known to any of them regarding such condition or any such circumstances. In the event any Holder of Guaranteed
Obligations, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Guarantor, such
Holder of Guaranteed Obligations shall be under no obligation (i) to undertake any investigation not a part of its regular business
routine, (ii) to disclose any information which such Holder of Guaranteed Obligations, pursuant to accepted or reasonable commercial
finance or banking practices, wishes to maintain confidential or (iii) to make any other or future disclosures of such information
or any other information to such Guarantor.


 






    	 	10	 



     


    

 


SECTION 21.     Severability.
Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the
extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty.


 


SECTION 22.     Merger.
This Guaranty represents the final agreement of each of the Guarantors with respect to the matters contained herein and may not be contradicted
by evidence of prior or contemporaneous agreements, or subsequent oral agreements, between the Guarantor and any Holder of Guaranteed
Obligations (including the Administrative Agent).


 


SECTION 23.     Headings.
Section headings in this Guaranty are for convenience of reference only and shall not govern the interpretation of any provision
of this Guaranty.


 


SECTION 24.     Judgment
Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Guarantor hereunder
in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto
agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with
normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative
Agent’s main New York City office on the Business Day preceding that on which final, non-appealable judgment is given. The obligations
of each Guarantor in respect of any sum due hereunder shall, notwithstanding any judgment in a currency other than the specified currency,
be discharged only to the extent that on the Business Day following receipt by any Holder of Guaranteed Obligations, as the case may
be, of any sum adjudged to be so due in such other currency such Holder of Guaranteed Obligations, as the case may be, may in accordance
with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency
so purchased is less than the sum originally due to such Holder of Guaranteed Obligations in the specified currency, each Guarantor agrees,
to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such
Holder of Guaranteed Obligations against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum
originally due to any Holder of Guaranteed Obligations in the specified currency and (b) amounts shared with other Holders of Guaranteed
Obligations as a result of allocations of such excess as a disproportionate payment to such other Holder of Guaranteed Obligations under
Section 2.18 of the Credit Agreement, such Holder of Guaranteed Obligations, as the case may be, agrees, by accepting the benefits
hereof, to remit such excess to such Guarantor.


 


SECTION 25.     Termination
of Guaranty. The obligations of any Guarantor under this Guaranty shall automatically terminate, and any Guarantor may be released
from this Guaranty, in each case in accordance with Section 9.14 of the Credit Agreement.


 






    	 	11	 



     


    

 


SECTION 26.     Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support as may be needed from time to time by each other Guarantor to honor all of its obligations under this Guaranty in respect
of Specified Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 26
for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 26 or
otherwise under this Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any
greater amount). The obligations of each Qualified ECP Guarantor under this Section 26 shall remain in full force and effect until
a discharge of such Qualified ECP Guarantor’s Guaranteed Obligations in accordance with the terms hereof and the other Loan Documents.
Each Qualified ECP Guarantor intends that this Section 26 constitute, and this Section 26 shall be deemed to constitute, a
 “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of
the Commodity Exchange Act. As used herein, “Qualified ECP Guarantor” means, in respect of any Specified Swap Obligation,
each Guarantor that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest
becomes or would become effective with respect to such Specified Swap Obligation or such other Person as constitutes an ECP and can cause
another Person to qualify as an ECP at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity
Exchange Act.


 


Remainder of Page Intentionally Blank.


 






    	 	12	 



     


    

 


IN WITNESS WHEREOF, each
of the Initial Guarantors has caused this Guaranty to be duly executed by its authorized officer as of the day and year first above written.


 


	 	[GUARANTORS]
	 	 
	 	By:	                          
	 	Name:
	 	Title:




 






    	 	13	 



     


    

 


	Acknowledged and Agreed
 as of the date first written above:	 
	 	 
	JPMORGAN CHASE BANK, N.A.,
 as Administrative Agent	 
	 	 
	By:
	                       
	 
	Name:	 
	Title:	 




 






    	 	14	 



     


    

 


ANNEX I TO GUARANTY


 


Reference is hereby made to
the Third Amended and Restated Guaranty, made as of June 8, 2022 (as amended, amended and restated, renewed, extended, supplemented
or otherwise modified from time to time, the “Guaranty”), by and among the Initial Guarantors, the additional Guarantors
party thereto from time to time in favor of the Administrative Agent, for the ratable benefit of the Holders of Guaranteed Obligations,
under the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Guaranty.
By its execution below, the undersigned [NAME OF NEW GUARANTOR], a [state of organization] [corporation] [partnership] [limited liability
company] (the “New Guarantor”), agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees
to be bound by such Guaranty as if originally a party thereto. By its execution below, the undersigned represents and warrants as to
itself that all of the representations and warranties contained in Section 2 of the Guaranty are true and correct in all respects
as of the date hereof.


 


This Annex I counterpart of
the Guaranty shall be construed in accordance with and governed by the law of the State of New York.


 


IN WITNESS WHEREOF, New Guarantor
has executed and delivered this Annex I counterpart to the Guaranty as of this __________ day of _________, 20___.


 


	 	[NAME OF NEW GUARANTOR]
	 	 
	 	By:	                   
	 	Its:




 



    	 	 	 



     


    




 


EXHIBIT H-1


 


[FORM OF]


 


U.S. TAX
COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Fourth Amended and Restated Credit Agreement dated June 8, 2022 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among Hillenbrand, Inc. (the “Company”),
the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto (collectively with the Company,
the “Borrowers”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder
of any Borrower within the meaning of Sections 881(c)(3)(B) and 871(h)(3)(B) of the Code and (iv) it is not a controlled
foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.


 


The
undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS
Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided
on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent and (2) the undersigned
shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate
in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding
such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 





	[NAME OF LENDER]	 
	 	 
	By:	                   	 
	Name:	 
	Title:	 
	 	 
	Date: __________, 20[__]	 





 






    	 	 	 



     


    

 


EXHIBIT H-2


 


[FORM oF]


 


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Fourth Amended and Restated Credit Agreement dated June 8, 2022 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among Hillenbrand, Inc. (the “Company”),
the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto (collectively with the Company,
the “Borrowers”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Sections 881(c)(3)(B) and 871(h)(3)(B) of
the Code, and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of
the Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or
in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 





	[NAME OF PARTICIPANT]	 
	 	 
	By:	                   	 
	Name:	 
	Title:	 
	 	 
	Date: __________, 20[__]	 


 






    	 	 	 



     


    

 


EXHIBIT H-3


 


[FORM OF]


 


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Fourth Amended and Restated Credit Agreement dated June 8, 2022 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among Hillenbrand, Inc. (the “Company”),
the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto (collectively with the Company,
the “Borrowers”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners
of such participation and (iii) with respect to such participation, the undersigned is not a bank extending credit pursuant to a
loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the
Code. Furthermore, the undersigned hereby certifies that each of its direct or indirect partners/members is described in one of the following:
(1) such partner/member is (a) not a bank extending credit pursuant to a loan agreement entered into in the ordinary course
of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (b) not a ten percent shareholder of
the Borrower within the meaning of Sections 881(c)(3)(B) and 871(h)(3)(B) of the Code and (c) not a controlled foreign
corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code; (2) such partner/member is claiming
that income is effectively connected with the conduct of a trade or business within the United States on IRS Form W-8ECI; (3) such
partner/member is claiming eligibility for the benefits of an income tax treaty to which the United States is a party on IRS Form W-8BEN
or IRS Form W-8BEN-E; or (4) such partner/member is able to certify that such partner/member is exempt from U.S. federal backup
withholding tax on IRS Form W-9.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is
claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that
is claiming the portfolio interest exemption. The undersigned has also furnished its participating Lender with an applicable IRS Form W-8
or W-9 for each of its partners/members that is not claiming the portfolio interest exemption. By executing this certificate, the undersigned
agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and
(2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate
in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding
such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 





	[NAME OF PARTICIPANT]	 
	 	 
	By:	                   	 
	Name:	 
	Title:	 
	 	 
	Date: __________, 20[__]	 


 






    	 	 	 



     


    

 


EXHIBIT H-4


 


[FORM OF]


 


U.S. TAX
COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Fourth Amended and Restated Credit Agreement dated June 8, 2022 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among Hillenbrand, Inc. (the “Company”),
the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto (collectively with the Company,
the “Borrowers”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as
well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct
or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory note(s) evidencing such
Loan(s)) and (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, the undersigned
is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning
of Section 881(c)(3)(A) of the Code. Furthermore, the undersigned hereby certifies that each of its direct or indirect partners/members
is described in one of the following: (1) such partner/member is (a) not a bank extending credit pursuant to a loan agreement
entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (b) not
a ten percent shareholder of the Borrower within the meaning of Sections 881(c)(3)(B) and 871(h)(3)(B) of the Code and (c) not
a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code; (2) such partner/member
is claiming that income is effectively connected with the conduct of a trade or business within the United States on IRS Form W-8ECI;
(3) such partner/member is claiming eligibility for the benefits of an income tax treaty to which the United States is a party on
IRS Form W-8BEN or IRS Form W-8BEN-E; or (4) such partner/member is able to certify that such partner/member is exempt
from U.S. federal backup withholding tax on IRS Form W-9.


 


The undersigned has furnished
the Administrative Agent and the Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that
is claiming the portfolio interest exemption. The undersigned has also furnished the Administrative Agent and the Company with an applicable
IRS Form W-8 or W-9 for each of its partners/members that is not claiming the portfolio interest exemption. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform
the Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Company and the Administrative
Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to
the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 





	[NAME OF LENDER]	 
	 	 
	By:	                   	 
	Name:	 
	Title:	 
	 	 
	Date: __________, 20[__]	 


 






    	 	 	 



     


    





 


EXHIBIT I-1


 


[FORM OF] REVOLVING LOAN NOTE


 


[______], 2022


 


FOR VALUE RECEIVED, the undersigned,
[HILLENBRAND, INC., an Indiana corporation][[SUBSIDIARY BORROWER], a [________]] (the “Borrower”), HEREBY UNCONDITIONALLY
PROMISES TO PAY to [LENDER] and its registered assigns (the “Lender”)
the aggregate unpaid Dollar Amount of all Revolving Loans made by the Lender to the Borrower pursuant to the “Credit Agreement”
(as defined below) on the Maturity Date or on such earlier date as may be required by the terms of the Credit Agreement. Capitalized
terms used herein and not otherwise defined herein are as defined in the Credit Agreement.


 


The Borrower promises to pay
interest on the unpaid principal amount of each Revolving Loan made to it from the date of such Revolving Loan until such principal amount
is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due
and payable at such times and on such dates as set forth in the Credit Agreement.


 


At the time of each Revolving
Loan, and upon each payment or prepayment of principal of each Revolving Loan, the Lender shall make a notation either on the schedule
attached hereto and made a part hereof, or in the Lender’s own books and records, in each case specifying the amount of such Revolving
Loan, the respective Interest Period thereof (in the case of Term Benchmark Revolving Loans) or the amount of principal paid or prepaid
with respect to such Revolving Loan, as applicable; provided that the failure of the Lender to make any such recordation or notation
shall not affect the Obligations of the Borrower hereunder or under the Credit Agreement.


 


This
Note is one of the promissory notes referred to in, and is entitled to the benefits of, that certain Fourth Amended and Restated
Credit Agreement dated June 8, 2022 by and among [the Borrower, the][Hillenbrand, Inc., the Borrower, the other] Subsidiary
Borrowers from time to time parties thereto, the financial institutions from time to time parties thereto as Lenders and JPMorgan Chase
Bank, N.A., as Administrative Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”). The Credit Agreement, among other things, (i) provides for the making of Revolving Loans
by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Dollar Amount of such
Lender’s Revolving Commitment, the indebtedness of the Borrower resulting from each such Revolving Loan to it being evidenced by
this Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and
also for prepayments of the principal hereof prior to the maturity hereof upon the terms and conditions therein specified.


 


Demand, presentment, protest
and notice of nonpayment and protest are hereby waived by the Borrower.


 


Whenever in this Note reference
is made to the Administrative Agent, the Lender or the Borrower, such reference shall be deemed to include, as applicable, a reference
to their respective successors and assigns. The provisions of this Note shall be binding upon and shall inure to the benefit of said
successors and assigns. The Borrower’s successors and assigns shall include, without limitation, a receiver, trustee or debtor
in possession of or for the Borrower.


 


*****


 






    	 	 	 



     


    

 


This Note shall be construed
in accordance with and governed by the law of the State of New York.


 


	 	[HILLENBRAND, INC.]
	 	[SUBSIDIARY BORROWER]
	 	 
	 	By:	                             
	 	Name:
	 	Title:







 


Revolving
Loan Note


 






    	 	 	 



     


    

 


SCHEDULE OF REVOLVING LOANS AND PAYMENTS OR PREPAYMENTS


 


	Date
	 	Amount
                                            of

 Loan
	 	Type
    of 

Loan Currency	 	Interest

Period/Rate	 	Amount
    of

Principal 

Paid or 

Prepaid	 	Unpaid
    

Principal

Balance	 	Notation
    

Made By
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 



 






    	 	 	 



     


    

 


EXHIBIT I-2


 


[FORM OF] TERM LOAN NOTE


 


[______], 2022


 


FOR VALUE RECEIVED, the undersigned,
HILLENBRAND, INC., an Indiana corporation (the “Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to [LENDER]
and its registered assigns (the “Lender”) the aggregate unpaid amount of all Term Loans made by the Lender
to the Borrower pursuant to the “Credit Agreement” (as defined below) on the Maturity Date or on such earlier date as may
be required by the terms of the Credit Agreement. Capitalized terms used herein and not otherwise defined herein are as defined in the
Credit Agreement.


 


The Borrower promises to pay
interest on the unpaid principal amount of each Term Loan made to it from the date of such Term Loan until such principal amount is paid
in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable
at such times and on such dates as set forth in the Credit Agreement.


 


At the time of each Term Loan,
and upon each payment or prepayment of principal of each Term Loan, the Lender shall make a notation either on the schedule attached
hereto and made a part hereof, or in the Lender’s own books and records, in each case specifying the amount of such Term Loan,
the respective Interest Period thereof (in the case of Term Benchmark Term Loans) or the amount of principal paid or prepaid with respect
to such Term Loan, as applicable; provided that the failure of the Lender to make any such recordation or notation shall not affect
the Obligations of the Borrower hereunder or under the Credit Agreement.


 


This
Note is one of the promissory notes referred to in, and is entitled to the benefits of, that certain Fourth Amended and Restated
Credit Agreement dated June 8, 2022 by and among the Borrower, the Subsidiary Borrowers from time to time parties thereto, the financial
institutions from time to time parties thereto as Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement,
among other things, (i) provides for the making of a Term Loan by the Lender to the Borrower on the Term Loan Funding Date in an
aggregate amount not to exceed at any time outstanding the Dollar Amount of such Lender’s Term Loan Commitment, the indebtedness
of the Borrower resulting from each such Term Loan to it being evidenced by this Note, and (ii) contains provisions for acceleration
of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.


 


Demand, presentment, protest
and notice of nonpayment and protest are hereby waived by the Borrower.


 


Whenever in this Note reference
is made to the Administrative Agent, the Lender or the Borrower, such reference shall be deemed to include, as applicable, a reference
to their respective successors and assigns. The provisions of this Note shall be binding upon and shall inure to the benefit of said
successors and assigns. The Borrower’s successors and assigns shall include, without limitation, a receiver, trustee or debtor
in possession of or for the Borrower.


 


*****


 






    	 	 	 



     


    

 


This Note shall be construed
in accordance with and governed by the law of the State of New York.


 


	 	HILLENBRAND, INC. 
	 	 
	 	By:	                              
	 	Name:
	 	Title:




 






    	 	 	 



     


    

 


SCHEDULE OF TERM LOANS AND PAYMENTS OR PREPAYMENTS


 


	Date
	 	Amount
                                            of

 Loan
	 	Type of
    
Loan Currency	 	Interest

Period/Rate	 	Amount
    of

 Principal 

Paid or 

Prepaid	 	Unpaid


    Principal 

Balance	 	Notation
    

Made By