Exhibit 10.1


 


EXECUTION VERSION


 


 












 


 


 


CREDIT AGREEMENT


 


among


 


ROPER TECHNOLOGIES,
INC., as Parent Borrower,



The Foreign Subsidiary Borrowers from Time to Time Parties Hereto,


 


The Several
Lenders from Time to Time Parties Hereto,


 


 


THE BANK
OF TOKYO-MITSUBISHI UFJ, LTD., MIZUHO BANK, LTD., 


PNC BANK,
NATIONAL ASSOCIATION, SUNTRUST BANK, 


and TD BANK,
N.A., 


as Documentation
Agents,

 


WELLS FARGO
BANK, N.A. and BANK OF AMERICA, N.A., 


as Syndication
Agents,





 


and


 


 


JPMORGAN
CHASE BANK, N.A., as Administrative Agent


 


Dated as
of September 23, 2016


 


 


 


 


 


 
















 




 





JPMORGAN
CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC and





MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED,

as Lead Arrangers





 




JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC and





MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED,

as Joint Bookrunners


 


 




     


     

    

TABLE
OF CONTENTS


 


Page


 









	SECTION 1.	DEFINITIONS	1
	 	1.1	Defined Terms	1
	 	1.2	Other Definitional Provisions	21
	 	1.3	Exchange Rates	21
	SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS	22
	 	2.1	Procedure for Term Loan Borrowing	22
	 	2.2	Repayment of Term Loans	22
	 	2.3	Revolving Commitments	22
	 	2.4	Procedure for Revolving Loan Borrowing	22
	 	2.5	Facility Fees, etc.	23
	 	2.6	Termination or Reduction of Commitments	23
	 	2.7	Optional Prepayments	23
	 	2.8	Conversion and Continuation Options	23
	 	2.9	Limitations on Eurocurrency Tranches	24
	 	2.10	Interest Rates and Payment Dates	24
	 	2.11	Computation of Interest and Fees	25
	 	2.12	Inability to Determine Interest Rate	25
	 	2.13	Pro Rata Treatment and Payments	26
	 	2.14	Requirements of Law	27
	 	2.15	Taxes	28
	 	2.16	Indemnity	33
	 	2.17	Change of Lending Office	33
	 	2.18	Replacement of Lenders	33
	 	2.19	Foreign Subsidiary Borrowers	34
	 	2.20	Incremental Credit Extensions	34
	 	2.21	Defaulting Lenders	35
	 	2.22	Extension Option.	37
	SECTION 3.	LETTERS OF CREDIT	38
	 	3.1	L/C Commitment	38
	 	3.2	Procedure for Issuance of Letter of Credit	39
	 	3.3	Fees and Other Charges	40
	 	3.4	L/C Participations	40
	 	3.5	Reimbursement Obligation of the Parent Borrower	41
	 	3.6	Obligations Absolute	41
	 	3.7	Letter of Credit Payments	42



 


 






     


     

    

 


	 	3.8	Applications	42
	 	3.9	Cash Collateralization of Letters of Credit	42
	SECTION 4.	REPRESENTATIONS AND WARRANTIES	42
	 	4.1	Financial Condition	42
	 	4.2	No Change	43
	 	4.3	Existence; Compliance with Law	43
	 	4.4	Power; Authorization; Enforceable Obligations	43
	 	4.5	No Legal Bar	43
	 	4.6	Litigation	44
	 	4.7	Ownership of Property	44
	 	4.8	Intellectual Property	44
	 	4.9	Taxes	44
	 	4.10	Federal Regulations	44
	 	4.11	Labor Matters	44
	 	4.12	ERISA; Employee Benefit plans	44
	 	4.13	Investment Company Act; Other Regulations	45
	 	4.14	Subsidiaries	45
	 	4.15	Use of Proceeds	45
	 	4.16	Environmental Matters	45
	 	4.17	Accuracy of Information, etc.	46
	 	4.18	Anti-Corruption Laws and Sanctions	46
	 	4.19	EEA Financial Institutions	46
	SECTION 5.	CONDITIONS PRECEDENT	46
	 	5.1	Conditions to Initial Extension of Credit	46
	 	5.2	Conditions to Each Extension of Credit	47
	 	5.3	Initial Loan to Each Foreign Subsidiary Borrower	47
	SECTION 6.	AFFIRMATIVE COVENANTS	48
	 	6.1	Financial Statements	48
	 	6.2	Certificates; Other Information	48
	 	6.3	Payment of Taxes	49
	 	6.4	Maintenance of Existence; Compliance	49
	 	6.5	Maintenance of Property; Insurance	50
	 	6.6	Inspection of Property; Books and Records; Discussions	50
	 	6.7	Notices	50
	 	6.8	Environmental Laws	50



 


 






     


     

    

 


	SECTION 7.	NEGATIVE COVENANTS	50
	 	7.1	Financial Condition Covenants	50
	 	7.2	Indebtedness	51
	 	7.3	Liens	52
	 	7.4	Fundamental Changes	53
	 	7.5	Disposition of Property	53
	 	7.6	Restricted Payments	53
	 	7.7	Transactions with Affiliates	53
	 	7.8	Swap Agreements	53
	 	7.9	Changes in Fiscal Periods	53
	 	7.10	Negative Pledge Clauses	53
	 	7.11	Clauses Restricting Subsidiary Distributions	54
	SECTION 8.	EVENTS OF DEFAULT	54
	SECTION 9.	THE AGENTS	57
	 	9.1	Appointment	57
	 	9.2	Delegation of Duties	57
	 	9.3	Exculpatory Provisions	57
	 	9.4	Reliance by Administrative Agent	57
	 	9.5	Notice of Default	58
	 	9.6	Non-Reliance on Agents and Other Lenders	58
	 	9.7	Indemnification	58
	 	9.8	Agent in Its Individual Capacity	59
	 	9.9	Successor Administrative Agent	59
	 	9.10	Documentation Agents and Syndication Agents	59
	SECTION 10.	MISCELLANEOUS	59
	 	10.1	Amendments and Waivers	59
	 	10.2	Notices	61
	 	10.3	No Waiver; Cumulative Remedies	62
	 	10.4	Survival of Representations and Warranties	62
	 	10.5	Payment of Expenses and Taxes	62
	 	10.6	Successors and Assigns; Participations and Assignments	63
	 	10.7	Adjustments; Set-off	67
	 	10.8	Counterparts	67
	 	10.9	Severability	67
	 	10.10	Integration	67
	 	10.11	GOVERNING LAW	68
	 	10.12	Submission To Jurisdiction; Waivers	68
	 	10.13	Acknowledgements	68



 


 






     


     

    

 


	 	10.14	Confidentiality	69
	 	10.15	WAIVERS OF JURY TRIAL	69
	 	10.16	Judgment Currency	69
	 	10.17	USA PATRIOT Act	70
	 	10.18	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	70
	 	10.19	Notice of Commitment Termination	70
	SECTION 11.	GUARANTEE	71
	 	11.1	Guarantee	71
	 	11.2	No Subrogation	71
	 	11.3	Amendments, etc. with Respect to the Foreign Borrower Obligations	72
	 	11.4	Guarantee Absolute and Unconditional	72
	 	11.5	Reinstatement	73
	 	11.6	Payments	73
	 	11.7	Subsidiary Guarantors	73







 


 





 




     


     

    




 





	SCHEDULES:
	 	 
	1.1A	Revolving Commitments and L/C Commitments on Closing Date
	3.1	Existing Letters of Credit
	4.4	Consents, Authorizations, Filings and Notices
	4.6	Litigation
	4.14	Subsidiaries
	4.16	Environmental Matters
	7.2(d)	Existing Indebtedness
	7.3(f)	Existing Liens
	 	 
	 	 
	EXHIBITS:
	 	 
	A	Form of Compliance Certificate
	B	Form of Closing Certificate
	C	Form of Assignment and Assumption
	D-1	Form of U.S. Tax Compliance Certificate
	D-2	Form of U.S. Tax Compliance Certificate
	D-3	Form of U.S. Tax Compliance Certificate
	D-4	Form of U.S. Tax Compliance Certificate 
	E	Form of New Lender Supplement
	F	Form of Notice of Conversion/Continuation
	G	Form of Joinder Agreement
	H	Form of Subsidiary Guarantee




 


 


 


 




     


     

    

CREDIT AGREEMENT
(this “Agreement”), dated as of September 23, 2016, among ROPER TECHNOLOGIES, INC. (formerly known as ROPER
INDUSTRIES, INC.), a Delaware corporation (the “Parent Borrower”), the Foreign Subsidiary Borrowers (as defined
below), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”),
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., MIZUHO BANK, LTD., PNC BANK, NATIONAL ASSOCIATION, SUNTRUST BANK and TD BANK, N.A., as
documentation agents (in such capacity, the “Documentation Agents”), WELLS FARGO BANK, N.A. and BANK OF AMERICA,
N.A., as syndication agents (in such capacity, the “Syndication Agents”), and JPMORGAN CHASE BANK, N.A., as
administrative agent.


 


W I T
N E S S E T H :


 


WHEREAS, the
Parent Borrower and certain of its Subsidiaries (as defined below) entered into the Credit Agreement, dated as of July 27, 2012,
as amended as of October 28, 2015 (as further amended to the date hereof, the “Existing Credit Agreement”),
among the Parent Borrower, the Subsidiaries of the Parent Borrower party thereto, the several banks and other financial institutions
or entities party thereto and the agents named therein; and


 


WHEREAS, the
Borrowers (as defined below) are entering into this Agreement in order to refinance the Existing Credit Agreement;


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


SECTION
1.DEFINITIONS


 


1.1       Defined
Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this
Section 1.1.


 


“ABR”:
for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) 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 Eurocurrency Rate for a one month
Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided
that for the purpose of this definition, the Eurocurrency Rate for any day shall be based on the LIBO Screen Rate (or if the
LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London
time on such day. Any change in the ABR due to a change in the Prime Rate, the NYFRB Rate or the Eurocurrency Rate shall be effective
as of the opening of business on the effective day of such change in the Prime Rate, the NYFRB Rate or the Eurocurrency Rate,
respectively.


 


“ABR
Loans”: Loans the rate of interest applicable to which is based upon the ABR.


 


“Acquisition”:
any transaction, or any series of related transactions, consummated on or after the Closing Date, by which the Parent Borrower
or any of its Subsidiaries (i) acquires any ongoing business or all or substantially all of the assets of any firm, corporation
or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or
indirectly acquires (in one transaction or as a result of the consummation of the most recent transaction in a series of transactions)
at least a majority of the voting power of the outstanding Capital Stock of a Person; provided that, notwithstanding the
foregoing, any acquisition of Capital Stock of any Person that, as a


 




     


     

    

result
of which, would be accounted for on a consolidated basis with the Parent Borrower and its Subsidiaries in accordance with GAAP
shall also constitute an “Acquisition”.


 


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


 


“Affiliate”:
as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, a Person shall be deemed to control another Person if the controlling Person
has the power to direct or cause the direction of the management and policies of the controlled Person, whether through ownership
of Capital Stock, by contract or otherwise.


 


“Agent
Indemnitee”: as defined in Section 9.7.


 


“Agents”:
the collective reference to the Syndication Agents, the Documentation Agents and the Administrative Agent.


 


“Aggregate
Exposure”: with respect to any Lender at any time, an amount equal to the sum of (a) the then unpaid principal amount
of such Lender’s Term Loans and (b) such Lender’s Revolving Commitments then in effect or, if any such Revolving Commitments
have been terminated, the amount of such Lender’s relevant Revolving Extensions of Credit then outstanding.


 


“Aggregate
Exposure Percentage”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s
Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.


 


“Agreement”:
as defined in the preamble hereto.


 


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


 


“Applicable
Margin”: (a) for each Type of Loan (other than Incremental Term Loans), the rate per annum set forth under the relevant
column heading pursuant to the Pricing Grid and (b) for Incremental Term Loans, such per annum rates as shall be agreed to by
the Parent Borrower and the applicable Incremental Term Lenders as shown in the applicable Incremental Facility Activation Notice.


 


“Application”:
an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Letter
of Credit.


 


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


 


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


 


“Assignment
and Assumption”: an Assignment and Assumption, substantially in the form of Exhibit C.


 


“Assuming
Lender”: as defined in Section 2.22(b).


 




    2 


     

    

“Available
Revolving Commitment”: as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s
Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding.


 


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


 


“Bail-In
Legislation”: 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 for such EEA Member Country from time to time which
is described in the EU Bail-In Legislation Schedule.


 


“Bankruptcy
Event”: with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has
had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged
with the reorganization or liquidation of its business appointed for it, 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.


 


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


 


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


 


“Borrower
DTTP Filing”: an HM Revenue & Customs’ Form DTTP2, duly completed and filed by the relevant Borrower within
the applicable time limit, which contains the scheme reference number and jurisdiction of tax residence provided by the relevant
Lender to the Borrower and the Administrative Agent.


 


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


 


“Borrowing
Date”: any Business Day specified by the relevant Borrower as a date on which such Borrower requests the relevant Lenders
to make Loans hereunder.


 


“Business
Day”: a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or
required by law to close; provided that with respect to any borrowings, disbursements and payments in respect of and calculations,
interest rates and Interest Periods pertaining to Eurocurrency Loans such day is also a day on which banks are open for general
business in London.


 


“Calculation
Date”: (a) three Business Days prior to the last Business Day of each calendar quarter and (b) any other Business Day
selected by the Administrative Agent in its discretion.


 


“Capital
Lease Obligations”: as to any Person, the obligations of such Person to pay rent or other amounts under any lease of
(or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required
to be classified and accounted for as


 




    3 


     

    

capital
leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at
any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.


 


“Capital
Stock”: any shares, interests, participations or other equivalents (however designated) of capital stock of a corporation,
any equivalent ownership interests in a Person (other than a corporation), any other interest or participation that confers on
a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person and any
warrants, rights or options to purchase any of the foregoing; provided that “Capital Stock” shall not include
any debt securities convertible into equity securities prior to such conversion.


 


“Closing
Date”: the date on which the conditions precedent set forth in Section 5.1 shall have been satisfied, which date is
September 23, 2016.


 


“Code”:
the Internal Revenue Code of 1986, as amended from time to time.


 


“Commitment”:
as to any Lender, its Revolving Commitment.


 


“Commonly
Controlled Entity”: any trade or business, whether or not incorporated, which is under common control with the Parent
Borrower within the meaning of Section 4001 of ERISA or is part of a group which includes the Parent Borrower and which is treated
as a single employer under Section 414(b), (c), (m) or (o) of the Code.


 


“Compliance
Certificate”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit A.


 


“Confidential
Information Memorandum”: the Confidential Information Memorandum dated September 7, 2016 and furnished to certain Lenders.


 


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


 


“Consolidated
EBITDA”: for any period, Consolidated Net Income for such period, plus (A) without duplication and to the extent
reducing Consolidated Net Income for such period, the sum of (i) income tax expense, (ii) interest expense, amortization or writeoff
of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including
the Loans), (iii) depreciation and amortization expense, (iv) amortization of intangibles (including, but not limited to, goodwill)
and organization costs, (v) any non-cash write-down in the value of intangibles, (vi) any non-cash expenses in connection with
Capital Stock compensation, (vii) any extraordinary non-cash expenses or losses, (viii) documented losses or expenses associated
with asset sales outside of the ordinary course of business; provided that the amount of any such cash charges and expenses
shall not exceed $100,000,000 in the aggregate for any four-quarter period and (ix) the effect of non-cash purchase accounting
adjustments made in accordance with GAAP, minus (B) without duplication and to the extent increasing Consolidated Net Income
for such period, the sum of (i) interest income, (ii) any extraordinary non-cash income or gains (including, whether or not otherwise
includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside
of the ordinary course of business), (iii) income tax credits (to the extent not netted from income tax expense)


 




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and
(iv) the effect of non-cash purchase accounting adjustments made in accordance with GAAP, minus (C) any cash payments made
during such period in respect of items described in clause (A)(vii) above subsequent to the fiscal quarter in which the relevant
non-cash expenses or losses reduced Consolidated Net Income, all as determined on a consolidated basis.


 


For the purposes
of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters of the Parent Borrower (each, a “Test
Period”) (other than pursuant to any determination of the Consolidated Interest Coverage Ratio), (i) if at any time during
such Test Period the Parent Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such
Test 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 Test Period or increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such Test Period and (ii) if during such Test Period the Parent Borrower or any Subsidiary shall have
made a Material Acquisition, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma effect
thereto as if such Material Acquisition occurred on the first day of such Test Period. As used in this definition, (a) “Material
Acquisition” means any acquisition of property or series of related acquisitions of property that constitutes assets comprising
all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person
or that otherwise constitutes an Acquisition and (b) “Material Disposition” means any Disposition of property or series
of related Dispositions of property that yields gross proceeds to the Group Members in excess of $50,000,000.


 


“Consolidated
Interest Coverage Ratio”: for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest
Expense for such period.


 


“Consolidated
Interest Expense”: for any period, total cash interest expense (including that attributable to Capital Lease Obligations)
of the Group Members, determined on a consolidated basis, for such period with respect to all outstanding Indebtedness of the
Group Members (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’
acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable
to such period in accordance with GAAP and are treated as interest expense in accordance with GAAP).


 


“Consolidated
Net Income”: for any period, the consolidated net income (or loss) of the Group Members, determined on a consolidated
basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued
prior to the date it becomes a Subsidiary of the Parent Borrower or is merged into or consolidated with any Group Member, (b)
the income (or deficit) of any Person (other than a Subsidiary of the Parent Borrower) in which any Group Member has an ownership
interest, except to the extent that any such income is actually received by the Parent Borrower or such Subsidiary in the form
of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Parent Borrower to the extent
that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms
of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.


 


“Consolidated
Total Assets”: at any date, total assets of the Group Members at such date, determined on a consolidated basis in accordance
with GAAP.


 


“Consolidated
Total Debt”: at any date, the sum, without duplication, of (i) the aggregate principal amount of all Indebtedness of
the Group Members at such date that appears (or is required to appear) on a consolidated balance sheet of the Parent Borrower
and its Subsidiaries prepared on a consolidated basis in accordance with GAAP and (ii) obligations of the Group Members in respect
of


 




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standby
letters of credit backstopping other Indebtedness (it being understood that letters of credit backstopping performance obligations
and performance bonds (and other obligations of a like nature) shall not be included in “Consolidated Total Debt”).


 


“Consolidated
Total Leverage Ratio”: as of any date, the ratio of (a) Consolidated Total Debt on such date to (b) Consolidated EBITDA
measured for the Test Period ended on such date.


 


“Consolidated
Total Revenue”: as of any date, total revenues of the Group Members at such date, determined on a consolidated basis
in accordance with GAAP for the Test Period most recently ended prior to such date.


 


“Consummation
Date”: (a) with respect to a single Acquisition, the date on which such Acquisition is consummated and (b) with respect
to a series or group of Acquisitions, the date on which the last Acquisition in such series or group of Acquisitions is consummated.


 


“Continuing
Directors”: the directors of the Parent Borrower’s board of directors on the Closing Date and each other director
nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were
members of such board at the time of such nomination or election.


 


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


 


“Default”:
any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.


 


“Defaulting
Lender”: subject to Section 2.21, any Lender that (a) has failed, within two Business Days of the date required to be
funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii)
pay over to any Lender Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such
Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination
that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied,
(b) has notified the Parent Borrower or any Lender 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 Business Days after request by the Administrative
Agent or the Parent Borrower, acting in good faith, to confirm in writing to the Administrative Agent and the Parent Borrower
that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit under
this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt by the
Administrative Agent or the Parent Borrower, as applicable, of such written confirmation in form and substance satisfactory to
it and the Administrative Agent (if the party requesting such confirmation is the Parent Borrower), or (d) has become, or its
parent has become, the subject of (A) a Bankruptcy Event or (B) a Bail-In Action. 


 


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


 


“Determination
Date”: each date that is three Business Days after any Calculation Date.


 




    6 


     

    

“Disposition”:
with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof.
The terms “Dispose” and “Disposed of” shall have correlative meanings.


 


“Documentation
Agents”: as defined in the preamble hereto.


 


“Dollar
Equivalent”: on any date of determination, (a) for the purposes of determining compliance with Section 7 or the existence
of an Event of Default under Section 8 (other than for the purpose of determining amounts outstanding hereunder, in which case
clause (b) below shall govern), with respect to any amount denominated in a currency other than Dollars, the equivalent in Dollars
of such amount, determined in good faith by the Parent Borrower in a manner consistent with the way such amount is or would be
reflected on the Parent Borrower’s audited consolidated financial statements for the fiscal year in which such determination
is made and (b) with respect to any amount hereunder denominated in any currency other than Dollars, the amount of Dollars that
may be purchased with such amount of such currency at the Exchange Rate (determined as of the applicable Determination Date) with
respect to such currency on such date.


 


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


 


“Domestic
Subsidiary”: any Subsidiary of the Parent Borrower organized under the laws of any jurisdiction within the United States.


 


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


 


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


 


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


 


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


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of any Group Member 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 Materials of
Environmental Concern, (c) exposure to any Materials of Environmental Concern, (d) the release or threatened release of any Materials
of Environmental Concern into the environment or (e) any contract, agreement or other consensual arrangement entered into or binding
on one or more Group Members pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 




    7 


     

    

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


 


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


 


“Eurocurrency
Base Rate”: with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, the LIBO Screen
Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided
that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest
Period”) then the Eurocurrency Base Rate shall be the Interpolated Rate.


 


“Eurocurrency
Loans”: Loans the rate of interest applicable to which is based upon the Eurocurrency Rate.


 


“Eurocurrency
Rate”: with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, a rate per annum determined
for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1% if necessary):


 


	Eurocurrency
    Base Rate
	1.00
               - Eurocurrency Reserve Requirements

         



“Eurocurrency
Reserve Requirements”: for any day as applied to a Eurocurrency Loan, the aggregate (without duplication) of the reserve
percentages (in each case expressed as a decimal fraction) for the maximum reserve requirements (including any marginal, special,
emergency or supplemental reserves) established by any Governmental Authority for any category of deposits or liabilities customarily
used to fund loans in such currency, as may be applicable to any Lender (without duplication of any amounts payable pursuant to
Section 2.10(d)). Such reserve percentages shall, in the case of Dollar denominated Loans, include those imposed pursuant to Regulation D
of the Board of Governors of the Federal Reserve System. Eurocurrency Loans shall be deemed to be subject to such reserve, liquid
asset or similar requirements without benefit of or credit for proration, exemptions or offsets that may be available from time
to time to any Lender under any applicable law, rule or regulation, including Regulation D. The Eurocurrency Reserve Requirements
shall be adjusted automatically on and as of the effective date of any change in any reserve, liquid asset or similar requirement,
and the Administrative Agent shall notify the Parent Borrower promptly of any such adjustment.


 


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


 


“Event
of Default”: any of the events specified in Section 8, provided that any requirement for the giving of notice,
the lapse of time, or both, has been satisfied.


 


“Exchange
Rate”: on any day, with respect to any currency other than Dollars, the rate at which such currency may be exchanged
into Dollars, as set forth at approximately 11:00 A.M., Local Time, on such day on the applicable Reuters World Spot Page. In
the event that any such rate does not appear on any Reuters World Spot Page, the Exchange Rate shall be determined by reference
to such other publicly available service for displaying exchange rates reasonably selected by the Administrative Agent in consultation
with the Parent Borrower for such purpose or, at the discretion of the Administrative Agent in consultation with the Parent Borrower,
such Exchange Rate shall instead be the


 




    8 


     

    

arithmetic
average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations
in respect of such currency are then being conducted, at or about 11:00 A.M., Local Time, on such day for the purchase of the
applicable currency for delivery three Business Days later, provided that, if at the time of any such determination, for
any reason, no such spot rate is being quoted, the Administrative Agent may use any other reasonable method it deems appropriate
to determine such rate, and such determination shall be presumed correct absent manifest error.


 


“Excluded
Taxes”: any of the following Taxes imposed on or with respect to the Administrative Agent or any Lender or required
to be withheld or deducted from a payment to the Administrative Agent or any Lender, (a) Taxes imposed on or measured by net income
(however denominated), franchise Taxes, and branch profits Taxes, in each case, that are Connection Taxes, (b) in the case of
a Lender, U.S. federal and United Kingdom withholding Taxes (excluding (x) the portion of United Kingdom withholding Taxes with
respect to which the applicable Lender is entitled to claim a reduction under an income tax treaty, and (y) United Kingdom withholding
Taxes on payments made by any guarantor under any guarantee of the obligations) imposed on amounts payable to or for the account
of such Lender with respect to an applicable interest in a Loan or Commitment (including, for the avoidance of doubt, United States
withholding taxes imposed under Sections 871(a) and 881(a) of the Code with respect to any fees payable under this Agreement)
pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than
pursuant to an assignment request by the Borrower under Section 2.18) or (ii) such Lender changes its lending office, except in
each case to the extent that, pursuant to Section 2.15, 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 or Commitment or to such Lender immediately
before it changed its lending office, (c) Taxes attributable to the Administrative Agent’s or such Lender’s failure
to comply with Section 2.15(g) and (h), and (d) any U.S. federal withholding Taxes imposed under FATCA.


 


“Existing
Credit Agreement”: as defined in the recitals hereto.


 


“Extended
Termination Date”: as defined in Section 2.22(a).


 


“Extension
Agreement”: as defined in Section 2.22(a).


 


“Facility”:
each of (a) the Revolving Commitments and the extensions of credit made thereunder (the “Revolving Facility”)
and (b) the Incremental Term Loans (the “Incremental Term Facility”).


 


“Facility
Fee Rate”: as determined pursuant to the Pricing Grid.


 


“FATCA”:
Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof,
any agreements entered into pursuant to Section 1471(b) of the Code, any intergovernmental agreement between a non-U.S. jurisdiction
and the United States with respect to the foregoing and any law or regulation (or official interpretation thereof) adopted pursuant
to any such intergovernmental agreement.


 


“Federal
Funds Effective Rate”: for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions
by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time)
and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate.


 




    9 


     

    

“Fee
Payment Date”: (a) the third Business Day following the last day of each March, June, September and December and (b)
as applicable, the last day of the Revolving Commitment Period or the date on which all of the Term Loans or Revolving Commitments
under a particular Facility have been paid in full or terminated.


 


“Foreign
Borrower Obligations”: the collective reference to the unpaid principal of and interest on the Loans to and all other
obligations and liabilities of each Foreign Subsidiary Borrower under the Loan Documents (including, without limitation, interest
accruing at the then applicable rate provided in this Agreement after the maturity of such Loans and interest accruing at the
then applicable rate provided in this Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding relating to such Foreign Subsidiary Borrower, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding) to the Administrative Agent or any Lender, whether direct or indirect, absolute or contingent,
due or to become due, or now existing or hereafter incurred, in each case whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel
to the Administrative Agent or to the Lenders that are required to be paid by any Foreign Subsidiary Borrower pursuant to the
terms of any of the foregoing agreements).


 


“Foreign
Plan”: each “defined benefit plan” (within the meaning of Section 3(35) of ERISA) that is not subject to
Title I of ERISA pursuant to Section 4(b)(4) of ERISA and is not subject to Title IV of ERISA pursuant to Section 4021(b)(7) of
ERISA and is maintained or contributed to by any Borrower or any Commonly Controlled Entity.


 


“Foreign
Subsidiary”: any Wholly Owned Subsidiary of the Parent Borrower that is not a Domestic Subsidiary.


 


“Foreign
Subsidiary Borrowers”: any Foreign Subsidiary with respect to which the conditions set forth in Sections 2.19 and 5.3
have been satisfied.


 


“Funding
Office”: the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from
time to time by the Administrative Agent as its funding office by written notice to the Parent Borrower and the Lenders.


 


“GAAP”:
generally accepted accounting principles in the United States as in effect from time to time, except that for purposes of Section
7.1, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the
preparation of the most recent audited financial statements referred to in Section 4.1(b). In the event that any “Accounting
Change” (as defined below) shall occur and such change results in a change in the method of calculation of any financial
covenants, standards or terms in this Agreement, then the Parent Borrower and the Administrative Agent agree to enter into negotiations
in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result
that the criteria for evaluating the Parent Borrower’s financial condition shall be the same after such Accounting Changes
as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by
the Parent Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement
shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes”
refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the
Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.


 




    10 


     

    

“Governmental
Authority”: any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
functions of or pertaining to government, any securities exchange and any self-regulatory organization.


 


“Group
Members”: the collective reference to the Parent Borrower and its Subsidiaries.


 


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


 


“Guarantor”:
the Parent Borrower, together with any Subsidiary Guarantor.


 


“HMRC
DT Treaty Passport scheme”: the Board of H.M. Revenue and Customs Double Taxation Treaty Passport scheme.


 


“Immaterial
Subsidiary”: any Subsidiary of the Parent Borrower designated as such by the Parent Borrower that (a) did not, as of
the last day of the fiscal quarter of the Parent Borrower most recently ended, have gross assets with a value in excess of 2.5%
of Consolidated Total Assets or revenues representing in excess of 2.5% of Consolidated Total Revenue for the four fiscal quarters
ended as of such date and (b) taken together with all Immaterial Subsidiaries as of the last day of the fiscal quarter of the
Parent Borrower most recently ended, did not have gross assets with a value in excess of 5.0% of Consolidated Total Assets or
revenues representing in excess of 5.0% of Consolidated Total Revenue for the four fiscal quarters ended as of such date.


 


“Impacted
Interest Period”: as defined in the definition of “Eurocurrency Base Rate.”


 


“Incremental
Amendment”: as defined in Section 2.20(a).


 


“Incremental
Facility Activation Notice”: as defined in Section 2.20(a).


 


“Incremental
Facility Closing Date”: as defined in Section 2.20(a).


 




    11 


     

    

“Incremental
Term Lenders”: each Lender that holds an Incremental Term Loan.


 


“Incremental
Term Loans”: any Loan made pursuant to Section 2.20(a).


 


“Incremental
Term Maturity Date” with respect to any Incremental Term Loans to be made pursuant to any Incremental Term Facility
Activation Notice, the maturity date specified in such Incremental Term Facility Activation Notice.


 


“Indebtedness”:
of any Person at any date, without duplication, such Person’s (a) obligations for borrowed money, (b) obligations representing
the deferred purchase price of property or services (other than accounts payable and other accrued obligations arising in the
ordinary course of such Person’s business and other than earn-outs or other similar forms of contingent purchase prices),
(c) obligations, whether or not assumed, of others secured by Liens on property or assets now or hereafter owned or acquired by
such Person, other than Liens permitted under Section 7.3(d), (d) obligations which are evidenced by notes, acceptances, or other
similar instruments, (e) Capital Lease Obligations, (f) obligations, contingent or otherwise, with respect to letters of credit
or similar arrangements, (g) Off-Balance Sheet Liabilities, (h) Guarantee Obligations in respect of obligations of the kind referred
to in clauses (a) through (g) above, and (i) for the purposes of Section 8(e) only, obligations in respect of Swap Agreements;
provided, however, that “Indebtedness” shall exclude (x) obligations, contingent or otherwise, with
respect to bids, trade, forward or futures contracts (other than in respect of borrowed money), leases, statutory obligations,
surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business and appeal
bonds, and (y) obligations, contingent or otherwise, with respect to letters of credit or similar arrangements in support of obligations
described in the immediately preceding clause (x). The amount of Indebtedness of any Person at any date shall be without duplication
(i) the outstanding balance at such date of all unconditional obligations as described above and the maximum liability of any
Guarantee Obligations or contingent obligations described above at such date and (ii) in the case of Indebtedness of others secured
by a Lien to which the property or assets owned or held by such Person is subject, the lesser of the fair market value at such
date of any asset subject to a Lien securing the Indebtedness of others and the amount of the Indebtedness secured. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship
with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.


 


“Indemnified
Liabilities”: as defined in Section 10.5.


 


“Insolvency”:
with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.


 


“Insolvent”:
pertaining to a condition of Insolvency.


 


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


 


“Interest
Payment Date”: (a) as to any ABR Loan, the last day of each March, June, September and December to occur while such
Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurocurrency Loan having an Interest Period of three
months or less, the last day of


 




    12 


     

    

such
Interest Period, (c) as to any Eurocurrency Loan having an Interest Period longer than three months, each day that is three months,
or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to
any Loan (other than any Revolving Loan that is an ABR Loan), the date of any repayment or prepayment made in respect thereof.


 


“Interest
Period”: as to any Eurocurrency Loan, (a) initially, the period commencing on the borrowing or conversion date, as the
case may be, with respect to such Eurocurrency Loan and ending one, two, three or six months thereafter (or any other time period
of less than one month reasonably acceptable to the Administrative Agent), as selected by the relevant Borrower in its notice
of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing
on the last day of the next preceding Interest Period applicable to such Eurocurrency Loan and ending one, two, three or six months
thereafter (or any other time period of less than one month reasonably acceptable to the Administrative Agent), as selected by
the relevant Borrower by irrevocable notice to the Administrative Agent not later than 11:00 A.M., Local Time, on the date that
is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all
of the foregoing provisions relating to Interest Periods are subject to the following:


 


(i)       if
any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month
in which event such Interest Period shall end on the immediately preceding Business Day;


 


(ii)       no
Borrower may select an Interest Period under a particular Facility that would extend beyond the Revolving Termination Date or
beyond the date final payment is due on the relevant Term Loans, as the case may be; and


 


(iii)       except
with respect to any Interest Period shorter than one-month, any Interest Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Business Day of a calendar month.


 


“Interpolated
Rate”: at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the
LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest
error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest
period for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period; and (b) the LIBO Screen
Rate for the shortest period (for which that LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each
case, at such time; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero
for purposes of this Agreement.


 


“Issuing
Lender”: JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Bank of America, N.A., or in each case any
affiliate thereof, or any other Lender that agrees to be an Issuing Lender and is reasonably acceptable to the Administrative
Agent, in each case in its capacity as issuer of any Letter of Credit. Each reference herein to “the Issuing Lender”
shall be deemed to be a reference to the relevant Issuing Lender with respect to the relevant Letter of Credit.


 


“Judgment
Currency”: as defined in 10.16(a).


 


“Judgment
Currency Conversion Date”: as defined in 10.16(a).


 




    13 


     

    

“L/C
Commitment”: as to any Issuing Lender, the obligation of such Issuing Lender to issue Letters of Credit pursuant to
Section 3 in an aggregate undrawn, unexpired face amount plus the aggregate unreimbursed drawn amount thereof at any time not
to exceed the amount set forth under the heading “L/C Commitment” opposite such Issuing Lender’s name on Schedule
1.1A or in the Assignment and Assumption pursuant to which such Issuing Lender becomes a party hereto (its “Initial L/C
Commitment”), in each case, as the same may be changed from time to time pursuant to the terms hereof; provided
that the amount of any Issuing Lender’s L/C Commitment may be (i) increased subject only to the consent of such Issuing
Lender and the Parent Borrower (and notified to the Administrative Agent) or (ii) decreased, but only to the extent it is not
decreased below the Initial L/C Commitment of such Issuing Lender, subject only to the consent of such Issuing Lender and the
Parent Borrower (and notified to the Administrative Agent); provided further that in no event shall the aggregate L/C Commitments
in effect at any time exceed the L/C Sublimit.


 


“L/C
Sublimit”: $150,000,000.


 


“L/C
Exposure”: at any time, the total L/C Obligations. The L/C Exposure of any Revolving Lender at any time shall be its
Revolving Percentage of the total L/C Exposure at such time.


 


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


 


“L/C
Participants”: the collective reference to all Revolving Lenders other than the Issuing Lender.


 


“Lender
Party”: the Administrative Agent, the Issuing Lender or any other Lender.


 


“Lenders”:
as defined in the preamble hereto.


 


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


 


“LIBO
Screen Rate”: for any day and time, with respect to any Eurocurrency Loan for any Interest Period, the London interbank
offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate
for U.S. Dollars for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02
of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any
successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service
that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided
that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


“Lien”:
any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), charge or other security interest or any other security
agreement (including any conditional sale or other title retention agreement and any capital lease having substantially the same
economic effect as any of the foregoing), but excluding any licensing of products, services or Intellectual Property in the ordinary
course of business.


 


“Loan”:
any loan made by any Lender pursuant to this Agreement.


 




    14 


     

    

“Loan
Documents”: this Agreement, the Notes, each Subsidiary Guarantee and any amendment, waiver, supplement or other modification
to any of the foregoing.


 


“Loan
Parties”: collectively, the Borrowers and the Guarantors.


 


“Local
Time”: (a) in the case of Letters of Credit denominated in a currency other than Dollars, such time as the Administrative
Agent shall reasonably determine and (b) in all other cases, New York City time.


 


“Majority
Facility Lenders”: with respect to any Facility, the holders of more than 50% of the aggregate amount of the Incremental
Term Loans or Revolving Extensions of Credit, as the case may be, outstanding thereunder (or, in the case of the Revolving Facility,
prior to any termination of the Revolving Commitments thereunder, the holders of more than 50% of such Revolving Commitments).


 


“Material
Adverse Effect”: a material adverse effect on (a) the business, operations or financial condition of the Group Members
taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights to payment
and remedies of the Administrative Agent or the Lenders hereunder or thereunder.


 


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


 


“Material
Subsidiary”: any Subsidiary of the Parent Borrower that is not an Immaterial Subsidiary.


 


“Moody’s”:
Moody’s Investors Service, Inc.


 


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


 


“New
Lender Supplement”: a supplement substantially in the form of Exhibit E.


 


“Non-Consenting
Lender” has the meaning assigned to such term in Section 10.1.


 


“Non-Excluded
Taxes”: (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) above, Other
Taxes.


 


“Non-Extending
Lender”: as defined in Section 2.22(b).


 


“Non-U.S.
Lender”: a Lender that is not a U.S. Person.


 


“Notes”:
the collective reference to any promissory note evidencing Loans.


 


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


 


“NYFRB
Rate”: 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. on such day received to the Administrative Agent from a Federal
funds


 




    15 


     

    

broker
of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than
zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Obligation
Currency” as defined in 10.16(a).


 


“Off-Balance
Sheet Liabilities” of a Person means (a) any repurchase obligation or liability of such Person or any of its Subsidiaries
under any sale and leaseback transactions which do not create a liability on the consolidated balance sheet of such Person, (b)
any liability of such Person or any of its Subsidiaries under any so-called “synthetic” lease transaction, or (c) any
obligations of such Person or any of its Subsidiaries arising with respect to any other transaction which is the functional equivalent
of borrowing but which does not constitute a liability on the consolidated balance sheets of such Person and its Subsidiaries
but which appears as a footnote in the financial statements.


 


“Other
Taxes”: 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, or otherwise with respect
to, any Loan Document, except any such Taxes that are Connection Taxes imposed with respect to an assignment (other than an assignment
made pursuant to Section 2.18).


 


“Overnight
Bank Funding Rate”: for any day, the rate comprised of both overnight federal funds and overnight Eurocurrency borrowings
by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth
on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding
rate (from and after such date as the NYFRB shall commence to publish such composite rate).


 


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


 


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


 


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


 


“PBGC”:
the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).


 


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


 


“Plan”:
at a particular time, any employee pension benefit 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 Parent Borrower or a Commonly Controlled Entity is (or, if such plan were
terminated at such time, would under Section 4062 or 4069 of ERISA be deemed to be) an “employer” as defined in Section
3(5) of ERISA.


 


“Pricing
Grid”: the table set forth below.


 


	Senior
    Unsecured Long-Term Debt Rating (Moody’s/S&P)	Applicable
    Margin for Eurocurrency Loans	Applicable
    Margin for ABR Loans	Facility
    Fee Rate
	A3/A-
    or better	0.900%	0.000%	0.100%
	Baa1/BBB+	1.000%	0.000%	0.125%
	Baa2/BBB	1.100%	0.100%	0.150%
	Baa3/BBB-	1.300%	0.300%	0.200%
	Less
    than Baa3/BBB-	1.450%	0.450%	0.300%


 






    16 


     

    

 


In the foregoing
chart, “Senior Unsecured Long-Term Debt Rating” refers to the rating on the Facilities, or in the absence of such
rating, on any other senior unsecured long-term debt of the Parent Borrower. In the case of any “split” rating from
Moody’s and S&P, the rating will be deemed to be the higher of the two ratings unless the ratings are two or more levels
apart, in which case the rating will be deemed to be one level above the lower rating. If the ratings of either S&P or Moody’s
changes, the Applicable Margin shall adjust, and such adjustment shall be effective, on the first Business Day following the date
on which such change in rating is first publicly announced. If at the Closing Date the Parent Borrower has not received a Senior
Unsecured Long-Term Debt Rating from each of S&P and Moody’s, then the Applicable Margin shall be based on the “Issuer
Rating” from S&P and the “Corporate Family Rating” from Moody’s; provided that if the Parent
Borrower has not received a Senior Unsecured Long-Term Debt Rating from each of S&P and Moody’s on the date that is
three-months after the Closing Date, the Applicable Margin shall be based on the lowest rating (Less than Baa3/BBB-) until such
time as a Senior Unsecured Long-Term Debt Rating from each of S&P and Moody’s has been received.


 


“Prime
Rate” shall mean the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A., as
its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of
interest charged by JPMorgan Chase Bank, N.A., in connection with extensions of credit to debtors); each change in the Prime Rate
shall be effective from and including the date such change is publicly announced as being effective.


 


“Prohibited
Transaction”: has the meaning assigned to such term in Section 406 of ERISA and Section 4975(f) of the Code.


 


“Projections”:
as defined in Section 6.2(c).


 


“Properties”:
the facilities or properties owned, leased or operated by any Group Member.


 


“Qualifying
Material Acquisition”: any Acquisition, or the last to occur of a group of Acquisitions (whether or not related to each
other) consummated within a period of six consecutive months, if the aggregate amount of consideration paid in respect of, and
indebtedness incurred to finance, such Acquisition (or, if applicable, such group of Acquisitions) is in the aggregate at least
$500,000,000 and the Parent Borrower has designated such Acquisition as a “Qualifying Material Acquisition” by written
notice (a “QMA Notice”) to the Administrative Agent; provided that such QMA Notice shall be irrevocable
and the applicable QMA Notice Date must occur on or prior to the date on which the Compliance Certificate for the fiscal quarter
during which the Consummation Date occurs is due in accordance with Section 6.2(b).


 


“QMA
Notice”: as defined in the definition of “Qualifying Material Acquisition”.


 


“QMA
Notice Date”: with respect to any QMA Notice, the date on which such QMA Notice is delivered to the Administrative Agent.


 




    17 


     

    

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


 


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


 


“Reimbursement
Obligation”: the obligation of the Parent Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for amounts
drawn under Letters of Credit.


 


“Reportable
Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day
notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.


 


“Required
Lenders”: at any time, the holders of more than 50% of the sum of (a) the aggregate unpaid principal amount of the Term
Loans then outstanding and (b) the aggregate Revolving Commitments then in effect (or, if the Revolving Commitments have been
terminated under any Facility, the sum of (i) the Revolving Commitments then in effect (if any) and (ii) the aggregate amount
of the Revolving Extensions of Credit then outstanding) provided, however, that, except as otherwise provided in
Section 2.21(b), if any Lender shall be a Defaulting Lender at such time, there shall be excluded from the determination of Required
Lenders at such time the aggregate principal amount of the Term Loans and Revolving Commitments of such Lender outstanding or
in effect at such time (or, if the Revolving Commitments have been terminated under any Facility, (i) the Revolving Commitments
of such Lender then in effect (if any) and (ii) the Revolving Extensions of Credit of such Lender then outstanding).


 


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


 


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


 


“Responsible
Officer”: the chief executive officer, president, chief financial officer, treasurer or controller of the Parent Borrower
and any other officer of the Parent Borrower so designated by any of the foregoing officers in a notice to the Administrative
Agent, but in any event, with respect to financial matters, the chief financial officer, treasurer or controller of the Parent
Borrower.


 


“Restricted
Payment”: means the declaration or payment of any dividend by the Parent Borrower (other than dividends payable solely
in common stock of such the Parent Borrower) on, or the making of any payment on account of, or the setting apart of assets for
a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of any Capital Stock
of the Parent Borrower, whether now or hereafter outstanding, or the making of any other distribution in respect thereof, either
directly or indirectly, whether in cash or property or in obligations of the Parent Borrower.


 


“Revolving
Commitment”: as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Letters
of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment”
opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption or the Incremental Facility Activation
Notice pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms
hereof. The original amount of the aggregate Revolving Commitments is $2,500,000,000.


 


“Revolving
Commitment Period”: the period from and including the Closing Date to the Revolving Termination Date.


 




    18 


     

    

“Revolving
Extensions of Credit”: as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal
amount of all Revolving Loans held by such Lender then outstanding and (b) such Lender’s Revolving Percentage of the L/C
Obligations then outstanding.


 


“Revolving
Lender”: each Lender that has a Revolving Commitment or that holds Revolving Loans.


 


“Revolving
Loans”: as defined in Section 2.3(a).


 


“Revolving
Percentage”: as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then
constitutes of the aggregate Revolving Commitments or, at any time after the Revolving Commitments shall have expired or terminated,
the percentage which the aggregate principal amount of such Lender’s Revolving Loans and L/C Exposure then outstanding constitutes
of the aggregate principal amount of the Revolving Loans and L/C Exposure then outstanding; provided that, in the event
that the Revolving Loans are paid in full prior to the reduction to zero of the Revolving Extensions of Credit, the Revolving
Percentages shall be determined in a manner designed to ensure that the other outstanding Revolving Extensions of Credit shall
be held by the Revolving Lenders on a comparable basis.


 


“Revolving
Termination Date”: the later of (a) the fifth anniversary of the Closing Date and (b) for any Lender agreeing to extend
its Revolving Termination Date pursuant to Section 2.22, the Extended Termination Date to which the Revolving Termination Date
of such Lender has been extended; provided, however, that if such date is not a Business Day, the Revolving Termination
Date shall be the next preceding Business Day.


 


“S&P”:
Standard & Poor’s Financial Services LLC.


 


“Sanctioned
Country”: at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the
time of this Agreement, Cuba, Iran, North Korea, Sudan, Syria and Crimea).


 


“Sanctioned
Person”: at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office
of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security
Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom, (b) any Person
operating, organized or resident in a Sanctioned Country or (c) any Person owned 50% or more or controlled by any such Person
or Persons described in the foregoing clauses (a) or (b).


 


“Sanctions”:
all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department
of State, or the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury
of the United Kingdom.


 


“SEC”:
the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.


 


“Specified
Revolving Lender”: as defined in Section 2.19.


 


“Subsidiary”:
as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other


 




    19 


     

    

than
stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority
of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management
of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise
qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary
or Subsidiaries of the Parent Borrower.


 


“Subsidiary
Guarantee”: a Subsidiary Guarantee, substantially in the form of Exhibit H.


 


“Subsidiary
Guarantor”: any Person that becomes a Subsidiary Guarantor pursuant to Section 11.7.


 


“Successor
Borrower”: as defined in 10.6(f).


 


“Swap
Agreement”: 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 any Group Member shall be a
“Swap Agreement”.


 


“Syndication
Agents”: as defined in the preamble hereto.


 


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


 


“Term
Lenders”: the reference to the Incremental Term Lenders, if any.


 


“Term
Loans”: the reference to the Incremental Term Loans, if any.


 


“Test
Period”: as defined in the definition of “Consolidated EBITDA”.


 


“Transferee”:
any Assignee or Participant.


 


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


 


“UK
Borrower”: any Borrower (i) that is organized or formed under the laws of the United Kingdom or (ii) payments from which
under this Agreement or any other Loan Document are subject to withholding Taxes imposed by the laws of the United Kingdom.


 


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


 


“U.S.
Tax Compliance Certificate”: as defined in Section 2.15(g)(ii)(B).


 


“United
States”: the United States of America.


 


“Wholly
Owned Subsidiary”: as to any Person, any other Person all of the Capital Stock of which (other than directors’
qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.


 




    20 


     

    

“Withholding
Agent”: any Borrower and the Administrative Agent.


 


“Write-Down
and Conversion Powers”: 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.


 


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


 


(b) As used
herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i)
accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to
the extent not defined, shall have the respective meanings given to them under GAAP (provided that all terms of an accounting
or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made,
without giving effect to (i) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement
of Financial Accounting Standards 159) (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 Borrower or any Subsidiary at “fair value”,
as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards
Codification 470-20 (or any other Accounting Standards Codification 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), (ii) the words “include”, “includes”
and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the word “incur”
shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred”
and “incurrence” shall have correlative meanings), (iv) 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, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) references to agreements or
other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations
as amended, supplemented, restated or otherwise modified from time to time and (vi) where applicable, any amount (including, without
limitation, minimum borrowing, prepayment or repayment amounts) expressed in Dollars shall, when referring to any currency other
than Dollars, be deemed to mean an amount of such currency having a Dollar Equivalent approximately equal to such amount.


 


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


 


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


 


1.3       Exchange
Rates. Not later than 1:00 P.M., Local Time, on each Calculation Date, the Administrative Agent shall (a) determine the Exchange
Rate as of such Calculation Date for each currency other than Dollars in which a Letter of Credit is then outstanding and (b)
give notice thereof to the Parent Borrower. The Exchange Rates so determined shall become effective on the first Business Day
immediately following the relevant Calculation Date (a “Reset Date”) and shall remain effective until the next
succeeding Reset Date.


 




    21 


     

    

SECTION
2.AMOUNT AND TERMS OF COMMITMENTS


 


2.1       Procedure
for Term Loan Borrowing. Any funding of Incremental Term Loans shall be made pursuant to such procedures as shall be agreed
to by the Parent Borrower, the relevant Incremental Term Lenders and the Administrative Agent.


 


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


 


2.3       Revolving
Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit
loans in Dollars (“Revolving Loans”) to the Borrowers from time to time during the Revolving Commitment Period
in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of
the L/C Obligations then outstanding, does not exceed such Lender’s Revolving Commitment. During the Revolving Commitment
Period the relevant Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part,
and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency
Loans or ABR Loans, as determined by the relevant Borrower and notified to the Administrative Agent in accordance with Section
2.8. No Revolving Loans shall be made if the Revolving Extensions of Credit would exceed the Revolving Commitment.


 


(b) Each Borrower
shall repay all outstanding Revolving Loans borrowed by it on the Revolving Termination Date.


 


(c) Any Lender
may request that Loans made by it be evidenced by a Note. In such event, the applicable Borrower shall prepare, execute and deliver
to such Lender a Note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and
in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such Note and interest thereon shall at all
times (including after assignment pursuant to Section 10.6) be represented by one or more Notes in such form payable to the payee
named therein (or, if such Note is a registered note, to such payee and its registered assigns).


 


2.4       Procedure
for Revolving Loan Borrowing. The Borrowers may borrow under the Revolving Commitments during the Revolving Commitment Period
on any Business Day, provided that the relevant Borrower shall give the Administrative Agent irrevocable written notice
(which notice must be received by the Administrative Agent (a) prior to 11:00 A.M., Local Time, three Business Days prior to the
requested Borrowing Date, in the case of Eurocurrency Loans, or (b) prior to 2:00 P.M., Local Time, on the requested Borrowing
Date, in the case of ABR Loans) specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing
Date and (iii) in the case of Eurocurrency Loans, the respective amounts of each such Type of Loan, the respective lengths of
the initial Interest Period therefor and the details of the account to which funds are to be paid. Each borrowing under the Revolving
Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then
aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurocurrency Loans,
$5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice, the Administrative Agent shall
promptly notify each relevant Revolving Lender thereof. Each relevant Revolving Lender will make the amount of its pro rata
share of each borrowing available to the Administrative Agent for the account of the relevant Borrower at the Funding Office
prior to (a) in the case of Eurocurrency Loans, 1:00 P.M., Local Time and (b) in the case of ABR Loans, 4:00 P.M., Local Time,
in each case on the Borrowing


 




    22 


     

    

Date
requested by the relevant Borrower in funds immediately available to the Administrative Agent; provided that any Revolving
Lender may make any Revolving Loan to any Foreign Subsidiary Borrower by causing any domestic or foreign branch or affiliate of
such Revolving Lender to make such Revolving Loan. Such borrowing will then be made available to the relevant Borrower by the
Administrative Agent crediting the account of such Borrower on the books of such office with the aggregate of the amounts made
available to the Administrative Agent by the Revolving Lenders.


 


2.5       Facility
Fees, etc. (a) The Parent Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility
fee for the period from and including the date hereof to the last day of the Revolving Commitment Period, computed at the Facility
Fee Rate on the Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears
on each Fee Payment Date, commencing on the first such date to occur after the Closing Date.


 


(b) The Parent
Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements
with the Administrative Agent and to perform any other obligations contained therein.


 


2.6       Termination
or Reduction of Commitments. The Parent Borrower shall have the right, upon not less than three Business Days’ notice
to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving
Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving
effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the aggregate Revolving Extensions
of Credit would exceed the aggregate Revolving Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a
whole multiple thereof, and shall reduce permanently the relevant Revolving Commitments then in effect.


 


2.7       Optional
Prepayments. The relevant Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium
or penalty, upon irrevocable written notice delivered to the Administrative Agent no later than 11:00 A.M., Local Time, three
Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 11:00 A.M., Local Time, one Business Day prior
thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is
of Eurocurrency Loans or ABR Loans; provided that if such notice is given in connection with a conditional notice of termination
of the Revolving Commitments and a refinancing of all Loans outstanding hereunder, such notice may be conditional on the effectiveness
of the replacement credit agreement or other similar document and may be revoked by the Parent Borrower if such condition is not
satisfied, subject to Section 2.16; provided further that if a Eurocurrency Loan is prepaid on any day other than the last
day of the Interest Period applicable thereto, such Borrower shall also pay any amounts owing pursuant to Section 2.16. Upon receipt
of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given and
not revoked as provided in the preceding sentence, the amount specified in such notice shall be due and payable on the date specified
therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount
prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole
multiple thereof.


 


2.8       Conversion
and Continuation Options. (a) The Parent Borrower may elect from time to time to convert Eurocurrency Loans to ABR Loans by
giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., Local Time, on the Business
Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on
the last day of an Interest Period with respect thereto. The Parent Borrower may elect from time to time to convert ABR Loans
to Eurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., Local
Time, on the third Business Day


 




    23 


     

    

preceding
the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided
that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred
and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in
its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly
notify each relevant Lender thereof.


 


(b) Any Eurocurrency
Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower
giving irrevocable written notice to the Administrative Agent substantially in the form of Exhibit F and in accordance with the
applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period
to be applicable to such Loans, provided that no Eurocurrency Loan under a particular Facility may be continued as such
when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in
respect of such Facility have determined in its or their sole discretion not to permit such continuations, and provided,
further, that if the relevant Borrower shall fail to give any required notice as described above in this paragraph or if
such continuation is not permitted pursuant to the preceding proviso such Loans shall (i) in the case of Eurocurrency Loans, be
automatically converted to ABR Loans on the last day of such then expiring Interest Period and (ii) otherwise, where the relevant
Borrower has failed to give a notice of continuation by 11:00 A.M. Local Time three Business Days prior to the end of the expiring
Interest Period, be automatically continued as a Eurocurrency Loan with an Interest Period of one month. Upon receipt of any such
notice the Administrative Agent shall promptly notify each relevant Lender thereof.


 


2.9       Limitations
on Eurocurrency Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations
of Eurocurrency Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so
that, (a) after giving effect thereto, the aggregate principal amount of the Eurocurrency Loans comprising each Eurocurrency Tranche
shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than fifteen Eurocurrency Tranches
shall be outstanding at any one time.


 


2.10       Interest
Rates and Payment Dates. (e) Each Eurocurrency Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurocurrency Rate determined for such day plus the Applicable Margin.


 


(b) Each ABR
Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.


 


(c) (i) If
all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement Obligations (whether or not overdue) shall bear
interest at a rate per annum equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant
to the foregoing provisions of this Section plus 2% per annum or (y) in the case of Reimbursement Obligations, the rate
applicable to ABR Loans under the Revolving Facility plus 2% per annum, and (ii) if all or a portion of any interest payable
on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether
at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the
rate then applicable to ABR Loans under the relevant Facility plus 2% per annum (or, in the case of any such other amounts
that do not relate to a particular Facility, the rate then applicable to ABR Loans under the Revolving Facility plus 2%
per annum), in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid
in full (as well after as before judgment).


 




    24 


     

    

(d)
If and so long as any Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary
or other authority (including any such requirement imposed by the European Central Banks but excluding requirements reflected
in the Eurocurrency Reserve Requirements) in respect of any of such Lender’s Eurocurrency Loans in any currency other than
Dollars, such Lender may require the Parent Borrower to pay, contemporaneously with each payment of interest on each of such Loans
subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to
such Lender of complying with such requirements in relation to such Loan.


 


(e)
Any additional interest owed pursuant to paragraph (d) above shall be determined by the Administrative Agent and notified to the
Parent Borrower in the form of a certificate setting forth such additional interest at least five Business Days before each date
on which interest is payable for the relevant Loan, and such additional interest so notified to the Parent Borrower by the Administrative
Agent shall be payable to the Administrative Agent for the account of the respective Lender on each date on which interest is
payable for such Loan.


 


(f) Interest
shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of
this Section shall be payable from time to time on demand.


 


2.11       Computation
of Interest and Fees. (a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for
the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the
Prime Rate and Loans denominated in Sterling, the interest thereon shall be calculated on the basis of a 365-(or 366, as the case
may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Parent Borrower
and the relevant Lenders of each determination of a Eurocurrency Rate. Any change in the interest rate on a Loan resulting from
a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on
which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Parent Borrower and the
relevant Lenders of the effective date and the amount of each such change in interest rate.


 


(b) Each determination
of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrowers and the Lenders in the absence of manifest error.


 


2.12       Inability
to Determine Interest Rate. If prior to the first day of any Interest Period:


 


(a) the Administrative
Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances
affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest
Period, or


 


(b) the Administrative
Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency
Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as
conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,


 


the Administrative Agent shall
give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter.
If such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest
Period shall be made as ABR Loans, (y) any ABR Loans under the relevant Facility that were to have been converted on the
first


 




    25 


     

    

day of such Interest Period to
Eurocurrency Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility shall
be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative
Agent, (A) no further Eurocurrency Loans under any affected Facility shall be made or continued as such, nor shall the Parent
Borrower have the right to convert Loans under any such Facility to Eurocurrency Loans and (B) upon the request of the Parent
Borrower to the Administrative Agent, the Parent Borrower and the Administrative Agent shall enter into good faith negotiations
to add a competitive bid facility, on customary terms reasonably satisfactory to the Borrower and the Administrative Agent, to
this Agreement and, if necessary, the other Loan Documents and make any amendments to this Agreement or the Loan Documents to
the extent necessary to reflect the existence of such competitive bid facility.


 


2.13       Pro
Rata Treatment and Payments. (a) Each borrowing by any Borrower from the Lenders hereunder, each payment by any Borrower on
account of any facility fee and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according
to the respective Revolving Percentages of the relevant Lenders.


 


(b) Each payment
by any Borrower on account of principal of and interest on the Revolving Loans under a particular Facility shall be made pro
rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders under
such Facility.


 


(c) All payments
(including prepayments) to be made by any Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without setoff or counterclaim and shall be made prior to 12:00 Noon, Local Time, on the due date thereof to the Administrative
Agent, for the account of the Lenders, at the Funding Office, in Dollars in immediately available funds. The Administrative Agent
shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other
than payments on the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended
to the next succeeding Business Day. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business
Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to
extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business
Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall
be payable at the then applicable rate during such extension.


 


(d) Unless
the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make
the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may
assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance
upon such assumption, make available to the relevant Borrower a corresponding amount. If such amount is not made available to
the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent,
on demand, such amount with interest thereon, at a rate equal to the rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation (or, in the case of Dollar-denominated Loans, if greater, the Federal Funds
Effective Rate), for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate
of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive
in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent
by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover
such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the
relevant Borrower.


 




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(e) Unless
the Administrative Agent shall have been notified in writing by the relevant Borrower prior to the date of any payment due to
be made by the relevant Borrower hereunder that the relevant Borrower will not make such payment to the Administrative Agent,
the Administrative Agent may assume that such Borrower is making such payment, and the Administrative Agent may, but shall not
be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding
amount. If such payment is not made to the Administrative Agent by the relevant Borrower within three Business Days after such
due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made
available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average
Federal Funds Effective Rate. Nothing in this Section 2.13(e) shall be deemed to limit the rights of the Administrative Agent
or any Lender against the Borrowers.


 


2.14       Requirements
of Law. (a)  If the adoption of or any change in any Requirement of Law or in the interpretation or application
thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank
or other Governmental Authority made subsequent to the date hereof (but excluding any expected adoption or change in any Requirement
of Law reasonably contemplated by any Lender, Participant or Assignee, based upon the conditions applicable on the Closing Date
(in the case of the initial Lenders) or on the date such Participant or Assignee first acquires rights under this Agreement):


 


(i)       shall
subject any Lender to any Taxes (other than Non-Excluded Taxes and Excluded Taxes) on its loans, loan principal, letters of credit,
commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;


 


(ii)       shall
impose, modify or hold applicable any new reserve, special deposit, compulsory loan or similar requirement against assets held
by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition
of funds by, any office of such Lender that is not otherwise included in the determination of the Eurocurrency Rate or otherwise
assessed pursuant to Section 2.10(d); or


 


(iii)       shall
impose on such Lender any other new condition;


 


and the result of any of the
foregoing is to increase the cost to such Lender, by an amount that such Lender deems to be material, of making, converting into,
continuing or maintaining Eurocurrency Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the relevant Borrower shall promptly pay such Lender, upon its written demand,
any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender
becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly certify in writing to the relevant
Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.


 


(b) If any
Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital or liquidity requirements
or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any
request or directive regarding capital or liquidity requirements (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such
corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a
level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking
into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by
an amount


 




    27 


     

    

deemed
by such Lender to be material, then from time to time, after submission by such Lender to the Parent Borrower (with a copy to
the Administrative Agent) of a written certification therefor, the Parent Borrower shall pay to such Lender such additional amount
or amounts as will compensate such Lender or such corporation for such reduction.


 


(c) Notwithstanding
anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States
or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or
in implementation thereof, shall in each case be deemed to be a change in Requirement of Law, regardless of the date enacted,
adopted, issued or implemented.


 


(d) A certificate
as to any additional amounts payable pursuant to this Section submitted by any Lender to the relevant Borrower (with a copy to
the Administrative Agent) shall be presumed correct, subject to evidence to the contrary. Notwithstanding anything to the contrary
in this Section, no Borrower shall be required to compensate a Lender pursuant to this Section for any amounts incurred more than
six months prior to the date that such Lender notifies the relevant Borrower of such Lender’s intention to claim compensation
therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month
period shall be extended to include the period of such retroactive effect. The obligations of the Borrowers pursuant to this Section
shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.


 


2.15       Taxes.
(a) For purposes of this Section, the term “applicable law” includes “FATCA.”


 


(b) All payments
made by or on account of any Loan Party under any Loan Document shall be made free and clear of, and without deduction or withholding
for or on account of, any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith
discretion of the applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by such
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. If any Non-Excluded
Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so
payable shall be increased by such Loan Party as necessary so that, after such deduction or withholding has been made (including
any such deductions and withholdings applicable to additional sums payable under this Section 2.15), the amounts received with
respect to this Agreement equal the sum which would have been received had no such deduction or withholding been made.


 


(c) In addition,
the Loan Parties shall pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative
Agent timely reimburse it for, Other Taxes.


 


(d) As promptly
as possible after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.15, such Loan
Party shall send to the Administrative Agent for its own account as well as for the account of the relevant Lender, as the case
may be, a certified copy of an original official receipt received by such Loan Party or other evidence reasonably satisfactory
to the Administrative Agent showing payment thereof.


 


(e) The Loan
Parties shall jointly and severally indemnify the Administrative Agent and each Lender, as promptly as possible but in no event
later than 30 days after demand therefor, for the full


 




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amount
of any Non-Excluded Taxes (including Non-Excluded Taxes imposed or asserted on or attributable to amounts payable under this Section)
payable or paid by the Administrative Agent or such Lender or required to be withheld or deducted from a payment to the Administrative
Agent or such Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Non-Excluded 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 the Parent Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(f) Each Lender
shall severally indemnify the Administrative Agent, within 30 days after demand therefor, for (i) any Taxes attributable to such
Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Taxes that are
Non-Excluded Taxes and without limiting the obligation of the Loan Parties to do so) and (ii) any Taxes attributable to such Lender’s
failure to comply with the provisions of Section 10.6(c) relating to the maintenance of a Participant Register, in either 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).


 


(g)


 


(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 any Borrower and the Administrative Agent, at the time or times reasonably requested by such Borrower or the
Administrative Agent, such properly completed and executed documentation reasonably requested by such Borrower or the Administrative
Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender,
if reasonably requested by a Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable
law or reasonably requested by such Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent
to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other
than such documentation set forth in Section 2.15(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s
reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense
or would materially prejudice the legal or commercial position of such Lender.


 


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


 


(A)       any
Lender that is a U.S. Person shall deliver to the Parent Borrower and the Administrative Agent on or prior to the date on which
such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower
or the Administrative Agent),


 




    29 


     

    

executed
originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(B)       any
Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Parent 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 Non-U.S. Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), whichever of the following is applicable:


 


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


 


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


 


(3)       in
the case of a Non-U.S. 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 D-1 to the effect that such Non-U.S. Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E (as applicable);
or


 


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


 


(C)       any
Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a
Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed originals of any other form prescribed by applicable law as a


 




    30 


     

    

basis
for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation
as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction
required to be made; and


 


(D)       if
a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply
with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA
or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


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


 


(h) Additional
United Kingdom Withholding Tax Matters.


 


(i)       Subject
to (ii) below, each Lender and each UK Borrower which makes a payment to such Lender shall cooperate in completing any procedural
formalities necessary for such UK Borrower to obtain authorization to make such payment without withholding or deduction for Taxes
imposed under the laws of the United Kingdom.


 


(ii)       (A)
A Lender on the Closing Date that (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to
apply to this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence to each UK Borrower and
the Administrative Agent; and


 


(B)
a Lender which becomes a Lender hereunder after the Closing Date that (x) holds a passport under the HMRC DT Treaty Passport scheme
and (y) wishes such scheme to apply to this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence
to each UK Borrower and the Administrative Agent, and


 


(C)
Upon satisfying either clause (A) or (B) above, such Lender shall have satisfied its obligation under paragraph (h)(i) above.


 


(iii)       If
a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (h)(ii)
above, the UK Borrower(s) shall make a Borrower DTTP filing with respect to such Lender, and shall promptly provide such Lender
with a copy of such filing; provided that, if:


 




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


 


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


 


(1)
such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or


 


(2)
HM Revenue & Customs has not given such UK Borrower authority to make payments to such Lender without a deduction for tax
within 60 days of the date of such Borrower DTTP Filing;


 


and in each case,
such UK Borrower has notified that Lender in writing of either (1) or (2) above, then such Lender and such UK Borrower shall co-operate
in completing any additional procedural formalities necessary for such UK Borrower to obtain authorization to make that payment
without withholding or deduction for Taxes imposed under the laws of the United Kingdom.


 


(iv)       If
a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (h)(ii)
above, no UK 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.


 


(v)       Each
UK Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of such Borrower DTTP Filing to the Administrative
Agent for delivery to the relevant Lender.


 


(vi)       Each
Lender shall notify the Borrower and Administrative Agent if it determines in its sole discretion that it is ceases to be entitled
to claim the benefits of an income tax treaty to which the United Kingdom is a party with respect to payments made by any U.K.
Borrower hereunder.


 


(i) If any
party determines, in its sole discretion, exercised in good faith, that it has received a refund or credit of any Taxes as to
which it has been indemnified by any party pursuant to this Section 2.15 (including by payment of additional amounts pursuant
to this Section 2.15), it shall promptly pay over such refund or the amount of such credit to such indemnifying party (but only
to the extent of indemnity payments made, under this Section 2.15 with respect to the Taxes giving rise to such refund or credit),
net of all out-of-pocket expenses of the indemnified party and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund or credit); provided that such indemnifying party, upon the request
of such indemnified party, agrees to repay the amount paid over to such indemnifying party (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to such indemnified party in the event the indemnified party is required
to repay such refund or the amount of such credit to such Governmental Authority. This paragraph shall not be construed to require
such indemnified party to make available its Tax returns (or any other information relating to its Taxes which it deems confidential)
to such indemnifying party or any other Person.


 


(j) The agreements
in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.


 




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2.16       Indemnity.
Each Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender
may sustain or incur as a consequence of (a) default by such Borrower in making a borrowing of, conversion into or continuation
of Eurocurrency Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement,
(b) default by such Borrower in making any prepayment of or conversion from Eurocurrency Loans after such Borrower has given a
notice thereof in accordance with the provisions of this Agreement (unless such notice shall have been revoked in accordance with
the provisions of this Agreement) or (c) the making of a prepayment of Eurocurrency Loans on a day that is not the last day of
an Interest Period with respect to the relevant Eurocurrency Loans. Such indemnification may include an amount equal to the excess,
if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued,
for the period from the date of such prepayment, creation or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced
on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however,
the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that
would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks
in the relevant interbank eurocurrency market. A certificate as to any amounts payable pursuant to this Section submitted to the
relevant Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination
of this Agreement and the payment of the Loans and all other amounts payable hereunder.


 


2.17       Change
of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14
or 2.15(b) with respect to such Lender, it will, if requested by the Parent Borrower, use reasonable efforts to designate another
lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided
that such designation is made on terms that, in the sole judgment of such Lender exercised in good faith, cause such Lender and
its lending office(s) to suffer no material economic, legal or regulatory disadvantage, and provided, further, that
nothing in this Section shall affect or postpone any of the obligations of any Borrower or the rights of any Lender pursuant to
Section 2.14 or 2.15(b).


 


2.18       Replacement
of Lenders. The Parent Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing
pursuant to Section 2.14 or 2.15(b), (b) becomes a Defaulting Lender or (c) is a Specified Revolving Lender, with a replacement
financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event
of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior
to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the continued need for payment
of amounts owing pursuant to Section 2.14 or 2.15(b), (iv) the replacement financial institution shall purchase, at par, all Loans
and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the relevant Borrowers shall be liable
to such replaced Lender under Section 2.16 if any Eurocurrency Loan owing to such replaced Lender shall be purchased other than
on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender,
shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement
in accordance with the provisions of Section 10.6 (provided that the Parent Borrower shall be obligated to pay the registration
and processing fee referred to in Section 10.6(b)(ii)(B)), (viii) in the case of clause (a) above, until such time as such replacement
shall be consummated, the Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(b), as
the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, the Administrative
Agent or any other Lender shall have against the replaced Lender. Each party hereto agrees that an assignment required pursuant
to this paragraph may be effected pursuant to an Assignment and


 




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Assumption
executed by the Parent Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment
need not be a party thereto.


 


2.19       Foreign
Subsidiary Borrowers. The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent
not to be unreasonably withheld or delayed), add as a party to this Agreement any Foreign Subsidiary to be a Foreign Subsidiary
Borrower upon satisfaction of the conditions specified in Section 5.3, in which case such Subsidiary shall for all purposes be
a party hereto as a Foreign Subsidiary Borrower as fully as if it had executed and delivered this Agreement. The Administrative
Agent shall notify the Revolving Lenders at least 5 Business Days prior to granting such consent, and shall withhold such consent
if any such Lender (a “Specified Revolving Lender”) notifies the Administrative Agent within 5 Business Days (or such
longer time period as the Administrative Agent and the Parent Borrower may reasonably agree) that it is not permitted by applicable
Requirements of Law (including any requirements of the Patriot Act or any similar “know your customer” or other similar
checks under all applicable laws and regulations, anti-money laundering requirements, Sanctions and local approvals) to make Loans
to the relevant Foreign Subsidiary. So long as the principal of and interest on any Loans made to any Foreign Subsidiary Borrower
under this Agreement shall have been paid in full and all other obligations of such Foreign Subsidiary Borrower under this Agreement
shall have been fully performed, the Parent Borrower may, by not less than three Business Days’ prior notice to the Administrative
Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as a “Foreign
Subsidiary Borrower”.


 


2.20       Incremental
Credit Extensions. (a) The Parent Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative
Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (x) one or more tranches
of term loans (the “Incremental Term Loans”) or (y) one or more increases in the amount of the Revolving Commitments
(each such increase, a “Revolving Commitment Increase”), provided that (i) both at the time of any such request
and after giving effect to the effectiveness of any Incremental Amendment referred to below (including, in the case of any Incremental
Term Loan, after giving effect thereto), no Default or Event of Default shall exist and (ii) the Parent Borrower shall be in compliance
with the covenants set forth in Section 7.1 determined on a pro forma basis as of the last day of the most recent fiscal quarter
for which financial statements have been delivered hereunder, in each case, as if such Incremental Term Loans or Revolving Commitment
Increases, as applicable, had been outstanding on the last day of such fiscal quarter for testing compliance therewith and after
giving effect to the intended use of proceeds thereof. Each tranche of Incremental Term Loans and each Revolving Commitment Increase
shall be in an aggregate principal amount that is not less than $50,000,000 (provided that such amount may be less than $50,000,000
if (x) such amount represents all remaining availability under the limit set forth in the next sentence or (y) if otherwise agreed
to by the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term
Loans and the Revolving Commitment Increases shall not exceed $500,000,000. The Incremental Term Loans shall rank pari passu in
right of payment with the Revolving Loans. Each notice (each, an “Incremental Facility Activation Notice”) from the
Parent Borrower pursuant to this Section 2.20, which shall be in form reasonably satisfactory to the Administrative Agent, shall
set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases, including,
in the case of Incremental Term Loans, (i) the applicable Incremental Term Maturity Date, (ii) the amortization schedule, if any,
for such Incremental Term Loans, (iii) the Applicable Margin for such Incremental Term Loans and (iv) the proposed original issue
discount applicable to such Incremental Term Loans, if any. Incremental Term Loans may be made, and Revolving Commitment Increases
may be provided, by any existing Lender or by any other bank or other financial institution (any such other bank or other financial
institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such
consent not to be unreasonably withheld, delayed or conditioned) to such Lender’s or Additional Lender’s making such
Incremental Term Loans or providing such Revolving Commitment


 




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Increases
if such consent would be required under Section 10.6 for an assignment of Loans or Commitments, as applicable, to such Lender
or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments
(or in the case of a Revolving Commitment Increase to be provided by an existing Lender with a Revolving Commitment, an increase
in such Lender’s applicable Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”)
to this Agreement and, as appropriate, the other Loan Documents, executed (in the case of such amendment to this Agreement) by
the Parent Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative
Agent. Any Incremental 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 and the Parent
Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the (i)
execution of a New Lender Supplement by each Lender not previously party to this Agreement, and (ii) satisfaction on the date
thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 5.2 and, if
applicable Section 5.3 (it being understood that all references to “the date of such extension of credit” or similar
language in such Section 5.2 and, if applicable, Section 5.3, shall be deemed to refer to the effective date of such Incremental
Amendment) and such other conditions as the parties thereto shall agree. The Parent Borrower may use the proceeds of the Incremental
Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to
provide any Incremental Term Loans or Revolving Commitment Increases unless it so agrees. Upon each increase in the Revolving
Commitments, if any, pursuant to this Section, (a) each Lender with a Revolving Commitment immediately prior to such increase
will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment
Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment
Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations
hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations,
the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Lender with a Revolving
Commitment (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Commitments
of all Lenders with Revolving Commitments represented by such Lender’s Revolving Commitment and (b) if, on the date of such
increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving
Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving
Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred
by any Lender in accordance with Section 2.16. The Administrative Agent and the Lenders hereby agree that the minimum borrowing,
pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions
effected pursuant to the immediately preceding sentence.


 


(b)       This
Section 2.20 shall supersede any provisions in Section 10.1 to the contrary.


 


2.21       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, in each case to the extent permitted by
applicable law:


 


(a) facility
fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.5(a);


 


(b) the Revolving
Commitment and Revolving Extensions of Credit of such Defaulting Lender shall not be included in determining whether the Required
Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant
to 


 




    35 


     

    

Section
10.1); provided that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or
other modification requiring the consent of such Lender or each Lender affected thereby;


 


(c) if such
Defaulting Lender is a Revolving Lender and any L/C Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)       all
or any part of the L/C Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders that are Revolving
Lenders in accordance with their respective Revolving Percentages but only to the extent (i) such reallocation does not cause
the Revolving Extensions of Credit of any non-Defaulting Lender to exceed such non-Defaulting Lender’s Revolving Commitment
and (ii) the sum of all Revolving Extensions of Credit of the Revolving Lenders that are not Defaulting Lenders plus such Defaulting
Lender’s L/C Exposure does not exceed the total of all Revolving Commitments of all non-Defaulting Lenders that are Revolving
Lenders;


 


(ii)       if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Parent Borrower shall within one
Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Lender only the Borrowers’
obligations corresponding to such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant
to clause (i) above) in accordance with the procedures set forth in Section 8 for so long as such L/C Exposure is outstanding;


 


(iii)       if
the Parent Borrower cash collateralizes any portion of such Defaulting Lender’s L/C Exposure pursuant to clause (ii) above,
the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.3(a) with respect to such Defaulting
Lender’s L/C Exposure during the period such Defaulting Lender’s L/C Exposure is cash collateralized;


 


(iv)       if
the L/C Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders
pursuant to Section 3.3(a) shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Percentages; and


 


(v)       if
all or any portion of such Defaulting Lender’s L/C Exposure is neither reallocated nor cash collateralized pursuant to clause
(i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other Lender hereunder, all
fees payable under Section 3.3(a) with respect to such Defaulting Lender’s L/C Exposure shall be payable to the Issuing
Lender until and to the extent that such L/C Exposure is reallocated and/or cash collateralized; and


 


(d) if such
Defaulting Lender is a Revolving Lender, so long as such Lender is a Defaulting Lender, the Issuing Lender shall not be required
to issue, amend or increase any Letter of Credit, unless the related exposure and such Defaulting Lender’s then outstanding
L/C Exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders that are Revolving Lenders and/or
cash collateral will be provided by the Borrower in accordance with Section 2.21(c), and participating interests in any newly
issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders that are Revolving Lenders in a manner consistent
with Section 2.21(c)(i) (and such Defaulting Lender shall not participate therein).


 


In the event
that the Administrative Agent, the Borrower and the Issuing Lender each agrees that a Defaulting Lender that is a Revolving Lender
has adequately remedied all matters that 


 




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caused
such Lender to be a Defaulting Lender, then the L/C Exposure of the 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 Revolving Loans of the other
Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in
accordance with its Revolving Percentage.


 


2.22       Extension
Option.


 


(a) The Parent
Borrower may request an extension of the Revolving Termination Date then in effect hereunder (the “Existing Revolving
Termination Date”) for additional one year periods (each, an “Extended Termination Date”); provided
that (i) the Parent Borrower (A) provides written notice requesting the extension to the Administrative Agent not less than
30 days nor more than 60 days prior to any anniversary of the Closing Date and (B) delivers to the Administrative Agent a certificate
signed by a duly authorized officer certifying a copy of the resolutions of each Loan Party’s board of directors (or other
applicable governing body) approving the Extended Termination Date, (ii) no Default or Event of Default has occurred and is continuing
or would result therefrom, (iii) no more than two extension requests shall be made and (iv) each of the representations and warranties
made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (except any representation
and warranty that is qualified by “Material Adverse Effect” or similar language shall be true and correct in all respects)
on and as of such date as if made on and as of such date; provided that to the extent such representations and warranties
refer specifically to an earlier date, such representations and warranties shall be true and correct in all material respects
as of such earlier date. The Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender will
respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within ten Business Days
of such notice to the Administrative Agent. If a Lender does not respond to such request within such ten Business Day period,
such Lender shall be deemed to have rejected such request. The Commitments of those Lenders which have responded affirmatively
shall be extended, subject to receipt by the Administrative Agent of counterparts of an amendment agreement in the form and substance
reasonably acceptable to the Administrative Agent and the Parent Borrower (the “Extension Agreement”) duly
completed and signed by the Parent Borrower, the Administrative Agent and all of the Lenders which have responded affirmatively.
No extension of the Commitments pursuant to this Section 2.22(a) shall be legally binding on any party hereto unless and until
Lenders holding more than 50% of the aggregate amount of the Commitments have agreed to such extension.


 


(b) If any
Lender rejects, or is deemed to have rejected, the Parent Borrower’s request to extend its Commitment (each, a “Non-Extending
Lender”), (x) this Agreement shall terminate on the applicable Existing Revolving Termination Date with respect to such
Non-Extending Lender (provided that such Non-Extending Lender’s rights under Sections 2.15 and 10.5 and obligations
under Section 10.14 shall survive the applicable Existing Revolving Termination Date, as to matters occurring prior to such date),
(y) the Parent Borrower shall pay to such Lender on the applicable Existing Revolving Termination Date any amounts due and payable
hereunder to such Lender on such date and (z) the Parent Borrower may, if it so elects, designate a Person to become a Lender
(provided that such Person is acceptable to the Administrative Agent in its reasonable discretion), or agree with an existing
Lender that such Lender’s Commitment shall be increased (each, an “Assuming Lender”), in each case to
assume, effective as of the applicable Existing Revolving Termination Date, any Non-Extending Lenders’ Commitments and all
of the obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without
recourse to or warranty by, or expense to such Non-Extending Lenders; provided that any such designation or agreement may
not increase the aggregate amount of the Commitments under this Facility. The assumptions provided for in this Section 2.22(b)
shall be subject to the conditions that:


 




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(i)       the
Assuming Lenders shall have paid to the Non-Extending Lenders the aggregate principal amount of, and any interest and fees accrued
and unpaid up to but excluding the applicable Existing Revolving Termination Date, on the outstanding Loans, if any, of the Non-Extending
Lenders under their respective Commitments being assumed;


 


(ii)       all
additional costs, reimbursements, expense reimbursements and indemnities due and payable to the Non-Extending Lenders in respect
of such Commitments shall have been paid by the Parent Borrower; and


 


(iii)       with
respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 9.7(a) for such assignment
shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Parent Borrower);


 


On or prior
to the applicable Existing Revolving Termination Date, (A) each Assuming Lender that is not an existing Lender shall have delivered
to the Parent Borrower and the Administrative Agent an Assignment and Acceptance or such other agreement acceptable to the Parent
Borrower and the Administrative Agent and (B) any existing Lender assuming any Commitments shall have delivered confirmation in
writing satisfactory to the Parent Borrower and the Administrative Agent as to the increase in the amount of its Commitment. Upon
execution and delivery of the documentation pursuant to the foregoing clauses (A) and (B) and the Extension Agreement pursuant
to Section 2.22(a), the payment of all amounts referred to in clauses (i) through (iii) of this Section 2.22(b), and subject to
the requirements of the Patriot Act or any similar “know your customer” or other similar checks under all applicable
laws and regulations with respect to Assuming Lenders that are not existing Lenders, the Assuming Lenders, as of the applicable
Existing Revolving Termination Date, will be substituted for the Non-Extending Lenders under this Agreement to the extent of their
assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent
of the other Lenders, and the obligations of the Non-Extending Lenders to such extent hereunder shall, by the provisions hereof,
be released and discharged.


 


(c) Effective
as of each applicable Existing Revolving Termination Date, (i) the L/C Exposure of each applicable Non-Extending Lender shall
be ratably reallocated, to the extent of the unused Revolving Commitments of the extending Revolving Lenders (including, for the
avoidance of doubt, any Assuming Lenders), to such extending Revolving Lenders (without regard to whether the conditions set forth
in Section 5.2 can then be satisfied) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i),
the Parent Borrower shall cash collateralize the balance of such L/C Exposure in accordance with the procedures set forth in
Section 8 for so long as such L/C Exposure is outstanding. A Revolving Termination Date, as such term is used in reference
to an outstanding Letter of Credit, may not be extended without the prior written consent of the applicable Issuing Lender.


 


(d) This Section
2.22 shall supersede any provisions in Section 10.1 to the contrary.


 


SECTION
3.LETTERS OF CREDIT


 


3.1       L/C
Commitment. (j) As of the Closing Date, the letters of credit listed on Schedule 3.1 shall be deemed to have been issued hereunder
and be deemed to be Letters of Credit for all purposes hereunder. Subject to the terms and conditions hereof, the Issuing Lender,
in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters
of Credit”) for the account of the Parent Borrower or, subject to Section 3.2, any Subsidiary on any Business Day during
the Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that
the Issuing Lender shall have no obligation to issue any Letter of Credit if,


 




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after
giving effect to such issuance, (i) the Dollar Equivalent of the L/C Obligations of such Issuing Lender would exceed the L/C Commitment
of such Issuing Lender then in effect, (ii) the Dollar Equivalent of the L/C Obligations (as determined by the Administrative
Agent) would exceed the L/C Sublimit or (iii) the aggregate amount of the Available Revolving Commitments would be less than zero.
Each Letter of Credit shall (i) provide for payment of drawings in Dollars or in a foreign currency reasonably acceptable to the
Administrative Agent and the applicable Issuing Lender, and (ii) expire no later than the earlier of (x) the first anniversary
of its date of issuance, or such longer annual periods as the Issuing Lender may agree, and (y) the date that is five Business
Days prior to the Revolving Termination Date, provided that any Letter of Credit with a term described in clause (x) above
may provide for the renewal thereof for additional annual periods (which shall in no event extend beyond the date referred to
in clause (y) above). Notwithstanding the foregoing, the Issuing Lender, in its sole discretion, may issue one or more Letters
of Credit, each with an expiration date extending beyond the Revolving Termination Date (each a “Designated Letter of
Credit” and, collectively, the “Designated Letters of Credit”); provided that on or before
the date that is 120 days prior to the Revolving Termination Date, to the extent that any Designated Letter of Credit remains
outstanding, the applicable Borrower shall cash collateralize the aggregate then undrawn and unexpired amount of all Designated
Letters of Credit outstanding at such time in accordance with the provisions of Section 8. In the event that the applicable Borrower
fails to cash collateralize the outstanding Designated Letters of Credit by the date that is 90 days prior to the Revolving Termination
Date, each such outstanding Designated Letter of Credit shall automatically be deemed drawn in full and such Borrower shall be
deemed to have requested a Revolving Loan to be funded by the Lenders on the date that is 90 days prior to the Revolving Termination
Date to reimburse such drawing (with the proceeds of such Revolving Loan being used to cash collateralize outstanding Designated
Letters of Credit as set forth above). Subject to Section 2.3 and Section 5.2 hereof, the funding by a Lender of its pro rata
share of such Revolving Loan to cash collateralize the outstanding Designated Letters of Credit on the Revolving Termination Date
shall be deemed payment by such Lender in respect of its participation in each such Designated Letter of Credit.


 


(b) The Issuing
Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing
Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.


 


3.2       Procedure
for Issuance of Letter of Credit. The Parent Borrower may from time to time request that the Issuing Lender issue a Letter
of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to
the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing
Lender may request. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents
and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall
promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter
of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents
and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof
or as otherwise may be agreed to by the Issuing Lender and the Parent Borrower. The Issuing Lender shall furnish a copy of such
Letter of Credit to the Parent Borrower promptly following the issuance thereof. The Issuing Lender shall promptly furnish to
the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit
(including the amount thereof). Any Subsidiary of the Parent Borrower may request the issuance of a Letter of Credit on the same
terms as the Parent Borrower is entitled to do so, in which case the Parent Borrower shall be unconditionally liable in respect
thereof in accordance with the provisions of this Section 3 whether or not the Parent Borrower authorized such Subsidiary to request
such Letter of Credit.


 




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3.3       Fees
and Other Charges. (k) The Parent Borrower will pay a fee on all outstanding Letters of Credit at a per annum rate equal to
the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility, shared ratably among the
Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Parent Borrower
shall pay to the Issuing Lender for its own account a fronting fee of 0.125% per annum on the undrawn and unexpired amount of
each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date.


 


(b) In addition
to the foregoing fees, the Parent Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses
as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering
any Letter of Credit.


 


(c) Notwithstanding
anything to the contrary contained in this Agreement, for purposes of calculating any fees payable on any Letter of Credit denominated
in a foreign currency in respect of any Business Day, the Administrative Agent shall convert the amount available to be drawn
under any Letter of Credit denominated in foreign currency into an amount of Dollars based upon the relevant Exchange Rate in
effect for such day. The Issuing Lender agrees to notify the Administrative Agent of the average daily outstanding amount of any
Letter of Credit denominated in a foreign currency for any period in respect of which fees are payable and, upon request by the
Administrative Agent, for any other date or period. For all purposes of this Agreement, determinations by the Administrative Agent
of the Dollar Equivalent of any amount expressed in a foreign currency shall be made on the basis of Exchange Rates reset monthly
(or on such other periodic basis as shall be selected by the Administrative Agent in its sole discretion) and shall in each case
be conclusive absent manifest error.


 


3.4       L/C
Participations. (l) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce
the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts
and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account
and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations
and rights under and in respect of each Letter of Credit and the amount of each draft paid by the Issuing Lender thereunder. Each
L/C Participant agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender
is not reimbursed in full by the Parent Borrower in accordance with the terms of this Agreement (or in the event that any reimbursement
received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to the Issuing
Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s
Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (which obligations shall be expressed
in Dollars at the Exchange Rate on the date of payment by the Issuing Lender of such draft under any Letter of Credit). Each L/C
Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance,
including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing
Lender, the Parent Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or
an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in
the condition (financial or otherwise) of the Parent Borrower, (iv) any breach of this Agreement or any other Loan Document by
the Parent Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.


 


(b) If any
amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed
portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business
Days after the date


 




    40 


     

    

such
payment is due (which shall be on the date of demand by the relevant Issuing Bank so long as such demand is made on or before
3:00 P.M. New York City time, otherwise on the next Business Day), such L/C Participant shall pay to the Issuing Lender on demand
an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period
from and including the date such payment is required to the date on which such payment is immediately available to the Issuing
Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator
of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available
to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender
shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due
date at the rate per annum applicable to ABR Loans under the Revolving Facility. A certificate of the Issuing Lender submitted
to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.


 


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


 


3.5       Reimbursement
Obligation of the Parent Borrower(a) . (a)   If any draft is paid under any Letter of Credit, the Parent Borrower
shall reimburse the Issuing Lender for the amount of (x) the draft so paid and (y) any taxes, fees, charges or other costs or
expenses incurred by the Issuing Lender in connection with such payment, not later than 12:00 Noon, Local Time, on (i) the Business
Day that the Parent Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., Local
Time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Parent Borrower receives
such notice. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and
in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid
until payment in full at the rate set forth in (x), in the case of Dollar-denominated Letters of Credit including those converted
pursuant to Section 3.5(b) hereof (1) until the Business Day next succeeding the date of the relevant notice, Section 2.10(b)
and (2) thereafter, Section 2.10(c) and (y) in the case of foreign currency-denominated Letters of Credit, the rate which would
reasonably and customarily be charged by the Issuing Lender on outstanding loans denominated in the relevant foreign currency
plus, from and after the Business Day next succeeding the date of the relevant notice, 2%.


 


(b) Notwithstanding
anything to the contrary contained in this Section 3, prior to demanding any reimbursement from any L/C Participant in respect
of any Letter of Credit denominated in a foreign currency, the Issuing Lender shall convert the amount of the Parent Borrower’s
obligation under Section 3.5 to reimburse the Issuing Lender in such foreign currency into an obligation to reimburse the Issuing
Lender (and, in turn, the L/C Participants) in Dollars. The amount of any such converted obligation shall be computed based upon
the relevant Exchange Rate (as quoted by the Administrative Agent to the Issuing Lender) in effect for the day on which such conversion
occurs.


 


3.6       Obligations
Absolute. The Parent Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment that the Parent Borrower may have or have had
against the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Parent Borrower also agrees with


 




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the
Issuing Lender that the Issuing Lender shall not be responsible for, and the Parent Borrower’s Reimbursement Obligations
under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the
Parent Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred
or any claims whatsoever of the Parent Borrower against any beneficiary of such Letter of Credit or any such transferee. The Issuing
Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message
or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing
Lender. The Parent Borrower agrees that any action taken or omitted by the Issuing Lender under or in connection with any Letter
of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding
on the Parent Borrower and shall not result in any liability of the Issuing Lender to the Parent Borrower.


 


3.7       Letter
of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly
notify the Parent Borrower of the date and amount thereof. The responsibility of the Issuing Lender to the Parent Borrower in
connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly
provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such
Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.


 


3.8       Applications.
To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this
Section 3, the provisions of this Section 3 shall apply.


 


3.9       Cash
Collateralization of Letters of Credit. If on any date the Administrative Agent shall notify the Parent Borrower that, by
virtue of any change in the Exchange Rate of any foreign currency in which a Letter of Credit is denominated, the Dollar Equivalent
of the L/C Obligations would exceed 105% of the L/C Sublimit, then, within three Business Days after the date of such notice,
the Parent Borrower shall arrange to cash collateralize (in the manner set forth in Section 8) outstanding Letters of Credit to
the extent necessary to eliminate such excess.


 


SECTION
4.REPRESENTATIONS AND WARRANTIES


 


To induce the
Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters
of Credit, the Parent Borrower hereby represents and warrants on behalf of itself and its Subsidiaries to the Administrative Agent
and each Lender that:


 


4.1       Financial
Condition. The audited consolidated balance sheets of the Parent Borrower as at December 31, 2015, and the related consolidated
statements of income and of cash flows for the year ended December 31, 2015, accompanied by an unqualified report from PricewaterhouseCoopers
LLP, fairly present the consolidated financial condition of the Parent Borrower, as at such date, and the consolidated results
of its operations and its consolidated cash flows for the period then ended. The unaudited consolidated balance sheet of the Parent
Borrower as at March 31, 2016 and June 30, 2016, and the related unaudited consolidated statements of income and cash flows for
the three-month period ended on such date, present fairly the consolidated financial condition of the Parent Borrower, as at such
date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject
to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently


 




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throughout
the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein), subject, in the case
of the quarterly financial statements referred to in the preceding sentence, to the normal year-end audit adjustments and the
absence of footnotes.


 


4.2       No
Change. Since December 31, 2015 there has been no development or event that has had or could reasonably be expected to have
a Material Adverse Effect.


 


4.3       Existence;
Compliance with Law. (m) The Parent Borrower (i) is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization, (ii) has the power and authority, and the legal right, to own and operate its property,
to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified
as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease
or operation of property or the conduct of its business requires such qualification and (iv) is in compliance with all Requirements
of Law, except to the extent that the failure to comply with clauses (iii) and (iv) above could not, in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


(b) Each Group
Member (other than the Parent Borrower) (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization, (ii) has the power and authority, and the legal right, to own and operate its property, to lease the property
it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation
or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property
or the conduct of its business requires such qualification and (iv) is in compliance with all Requirements of Law, except to the
extent that the failure to comply with clauses (i) through (iv) above could not, in the aggregate, reasonably be expected to have
a Material Adverse Effect.


 


4.4       Power;
Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver
and perform the Loan Documents to which it is a party and to obtain extensions of credit hereunder. Each Loan Party has taken
all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is
a party and to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of,
filing with, notice to or other act by or in respect of, any Governmental Authority is required in connection with the extensions
of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan
Documents, except consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings
and notices have been obtained or made and are in full force and effect. Each Loan Document has been duly executed and delivered
on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute,
a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance
with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is
sought by proceedings in equity or at law).


 


4.5       No
Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters
of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual
Obligation of any Group Member, except to the extent that any such violation could not reasonably be expected to have a Material
Adverse Effect, and will not result in, or require, the creation or imposition of any Lien on any of their respective properties
or revenues pursuant to any Requirement of Law or any such Contractual Obligation.


 




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4.6       Litigation.
Except as otherwise disclosed on Schedule 4.6, no litigation, investigation or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of the Parent Borrower, threatened by or against any Group Member or against any of
their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated
hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect.


 


4.7       Ownership
of Property. Each Group Member has good title to, or a valid leasehold interest in, all its real and personal property material
to its business, in each case except for defects in title that do not interfere with its ability to conduct its business as currently
conducted or to utilize such properties for their intended purposes.


 


4.8       Intellectual
Property. Each Group Member owns, or is licensed to use, all Intellectual Property to the extent necessary and material for
the conduct of the business of the Group Members, taken as a whole, as currently conducted. No claim by any Person has been asserted
in writing and is pending that challenges or questions the use of any Intellectual Property or the validity or effectiveness of
any Intellectual Property, nor does the Parent Borrower know of any valid basis for any such claim, except as could not reasonably
be expected to have a Material Adverse Effect. The use of Intellectual Property by each Group Member does not infringe on the
rights of any Person, except as could not reasonably be expected to have a Material Adverse Effect.


 


4.9       Taxes.
Each Group Member has filed or caused to be filed all Federal, state and other material income tax returns that are required to
be filed and has paid all Federal, state and other material taxes shown to be due and payable on said returns or on any assessments
made against it or any of its property and all other material taxes, fees or other charges imposed on it or any of its property
by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member);
no material tax Lien has been filed, and, to the knowledge of the Parent Borrower, no material claim is being asserted, with respect
to any such material tax, fee or other charge, except in each case as could not reasonably be expected to have a Material Adverse
Effect.


 


4.10       Federal
Regulations. No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used in violation
of the provisions of the Regulations of the Board. If requested by any Lender or the Administrative Agent, the Parent Borrower
will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements
of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.


 


4.11       Labor
Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no
strikes or other labor disputes against any Group Member pending or, to the knowledge of the Parent Borrower, threatened; (b)
hours worked by and payment made to employees of each Group Member have not been in violation of the Fair Labor Standards Act
or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from any Group Member on account
of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant Group Member.


 


4.12       ERISA;
Employee Benefit plans. (n) Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:
during the five-year period prior to the date on which this representation is made or deemed made, (i) neither a Reportable Event
nor a non-exempt Prohibited Transaction has occurred with respect to any Plan; (ii) each Plan has complied in all respects with
the applicable provisions of ERISA and the Code; (iii) no Plan has failed to satisfy the minimum


 




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funding
standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived;
(iv) there has been no failure to make by its due date a required installment under Section 430(j) of the Code with respect to
any Plan; (v) no termination of a Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, and (vi) there has
been no determination that any Plan is, or is expected to be, in “at risk” status within the meaning of Section 430
of the Code or Section 303 of ERISA. The present value of all accrued benefits under each Plan did not, as of the last annual
valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan
allocable to such accrued benefits (determined in both cases using the assumptions applicable thereto promulgated under Section
430 of the Code) in an amount that, in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except
as in the aggregate could not reasonably be expected to have a Material Adverse Effect, neither the Parent Borrower nor any
Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably
be expected to result in a liability under ERISA, and neither the Parent Borrower nor any Commonly Controlled Entity would become
subject to any liability under ERISA if the Parent Borrower or any such Commonly Controlled Entity were to withdraw completely
from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or
deemed made. Neither the Parent Borrower nor any Commonly Controlled Entity has received a determination that a Multiemployer
Plan is, or is expected to be, Insolvent or in “endangered” or “critical” status, within the meaning of
Section 432 of the Code or Section 305 or Title IV of ERISA.


 


(b) Except
as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) all employer and employee contributions
required by applicable law or by the terms of any Foreign Plan have been made, or, if applicable, accrued in accordance with normal
accounting practices; (ii) each Foreign Plan that is required to be registered has been registered and has been maintained in
good standing with applicable regulatory authorities; and (iii) each such Foreign Plan is in compliance (A) with all provisions
of applicable law and all applicable regulations and published interpretations thereunder with respect to such Foreign Plan and
(B) with the terms of such plan or arrangement. The accrued benefit obligations of each Foreign Plan (based on the assumptions
used to fund such Plan) with respect to all current and former participants do not exceed the assets of such Foreign Plan in an
amount that, in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


4.13       Investment
Company Act; Other Regulations. No Loan Party is an “investment company” within the meaning of the Investment
Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X
of the Board) that limits its ability to incur Indebtedness.


 


4.14       Subsidiaries.
Schedule 4.14 sets forth, as of the Closing Date, the name and jurisdiction of incorporation of each Subsidiary and, as to each
such Subsidiary, the percentage of each class of Capital Stock owned directly or indirectly by the Parent Borrower.


 


4.15       Use
of Proceeds. The proceeds of the Revolving Loans and the Letters of Credit shall be used to refinance indebtedness under the
Existing Credit Agreement and for other general corporate purposes of the Parent Borrower and its Subsidiaries (including acquisitions).


 


4.16       Environmental
Matters(a) . Except as disclosed on Schedule 4.16 or as, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect, no Group Member: (a) is not in compliance with applicable Environmental Laws; (b) has any Environmental Liability;
(c) has received written notice of any claim with respect to any Environmental Liability; or (d) knows of any facts or circumstances
that could reasonably be expected to result in any Environmental Liability of or affecting any Group Member.


 




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4.17       Accuracy
of Information, etc. No statement or information (other than any financial projections, any other forward-looking information
and any information of a general economic or industry nature) contained in this Agreement, any other Loan Document, the Confidential
Information Memorandum or any other document, certificate or writing furnished by or on behalf of any Loan Party to the Administrative
Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other
Loan Documents, contained as of the date such document, certificate or writing was so furnished (or, in the case of the Confidential
Information Memorandum, as of the date of this Agreement), when taken as a whole, any untrue statement of a material fact or omitted
to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the
circumstances under which such statements were made. The projections contained in the materials referenced above have been prepared
in good faith based upon assumptions believed by management of the Parent Borrower to be reasonable at the time made, it being
understood that such projections as they relate to future events are not to be viewed as fact and that actual results during the
period or periods covered by such projections may differ from the projected results set forth therein by a material amount.


 


4.18       Anti-Corruption
Laws and Sanctions. The Parent Borrower has implemented and maintains in effect policies and procedures reasonably designed
to promote and achieve compliance by the Parent Borrower, its Subsidiaries and their respective directors, officers, employees
and appointed agents with Anti-Corruption Laws and applicable Sanctions, and the Parent Borrower, its Subsidiaries and their respective
officers and directors and, to the knowledge of the Parent Borrower, its employees, are in compliance with Anti-Corruption Laws
and applicable Sanctions in all material respects. None of (a) the Parent Borrower, any Subsidiary or any of their respective
directors, officers or employees, or (b) to the knowledge of the Parent Borrower, any appointed agent of the Parent Borrower or
any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned
Person. No Loan or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption
Law or applicable Sanctions.


 


4.19       EEA
Financial Institutions. No Loan Party is an EEA Financial Institution.


 


SECTION
5.CONDITIONS PRECEDENT


 


5.1       Conditions
to Initial Extension of Credit. The agreement of each Lender to make the initial extension of credit requested to be made
by it is subject to the satisfaction or waiver by the Required Lenders, no later than October 28, 2016, of the following conditions
precedent:


 


(a) Credit
Agreement. The Administrative Agent shall have received this Agreement or, in the case of the Lenders, a signature page to
this Agreement (either originals or telecopies), executed and delivered by the Administrative Agent, the Parent Borrower and each
Person listed on Schedule 1.1.


 


(b) Financial
Information. The Lenders shall have received projected cash flows, balance sheets and income statements for the Parent Borrower
and its Subsidiaries for fiscal years 2016-2021.


 


(c) Fees
and Expenses. All fees and, to the extent invoiced in reasonable detail, expenses of the Administrative Agent (including fees
owed to the Lenders, the Lead Arrangers and the Agents), subject to Section 10.5(a), required to be paid on or before the Closing
Date in connection with the Facilities shall have been paid for by the Parent Borrower or shall be paid by the Parent Borrower
simultaneously with the initial funding of the Facilities.


 




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(d) Existing
Indebtedness. The Administrative Agent shall have received satisfactory evidence that the commitments under the Existing Credit
Agreement have been terminated and all amounts owing thereunder (other than any contingent indemnification obligations) shall
have been paid in full.


 


(e) Closing
Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received
(i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit B, with appropriate insertions
and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant
authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan
Party from its jurisdiction of organization, in each case to the extent applicable in such jurisdiction of organization.


 


(f) Legal
Opinion. The Administrative Agent shall have received the executed legal opinions of Davis Polk & Wardwell LLP, New York
counsel to the Group Members, in form and substance reasonably satisfactory to the Administrative Agent.


 


(g) Officer’s
Certificate. The Administrative Agent shall have received a certificate from a Responsible Officer of the Parent Borrower,
dated the Closing Date, certifying that the conditions set forth in Section 5.2 have been satisfied on the Closing Date after
give effect to the Loans to be made on the Closing Date.


 


5.2       Conditions
to Each Extension of Credit. The agreement of each Lender to make any extension of credit requested to be made by it on any
date (including its initial extension of credit) is subject to the satisfaction of the following conditions precedent:


 


(a) Representations
and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents (other
than, in the case of any extension of credit following the Closing Date, the representations and warranties set forth in Section
4.2 and Section 4.6) shall be true and correct in all material respects (except any representation and warranty that is qualified
by “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of such date
as if made on and as of such date; provided that to the extent such representations and warranties refer specifically to
an earlier date, such representations and warranties shall be true and correct in all material respects as of such earlier date.


 


(b) No Default.
No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of
credit requested to be made on such date.


 


Each borrowing by and issuance,
amendment, renewal or extension of a Letter of Credit on behalf of the Parent Borrower or any Subsidiary hereunder shall constitute
a representation and warranty by the Parent Borrower as of the date of such extension of credit that the conditions contained
in this Section 5.2 have been satisfied.


 


5.3       Initial
Loan to Each Foreign Subsidiary Borrower. No Lender shall be required to make any Loans to any Foreign Subsidiary Borrower
unless the Administrative Agent has received:


 


(a) a Joinder
Agreement, substantially in the form of Exhibit G, executed and delivered by such Borrower;


 


(b) a certificate
of such Borrower, substantially in the form of Exhibit B, with appropriate insertions and attachments; and


 




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(c) the legal
opinion of counsel to such Borrower, in form and substance reasonably satisfactory to the Administrative Agent.


 


SECTION
6.AFFIRMATIVE COVENANTS


 


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


 


6.1       Financial
Statements. Furnish to the Administrative Agent (for onward distribution to the Lenders):


 


(a) as soon
as available, but in any event within 90 days after the end of each fiscal year of the Parent Borrower, a copy of the audited
consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at the end of such year and the related
audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the
figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification
arising out of the scope of the audit, by PricewaterhouseCoopers LLP or other independent certified public accountants of nationally
recognized standing; and


 


(b) as soon
as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal
year of the Parent Borrower, the unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries
as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and
the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for
the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end
audit adjustments).


 


All such financial statements
shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP
applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently
throughout the periods reflected therein and with prior periods, subject, in the case of the financial statements referred to
in clause (b) above, to normal year-end audit adjustments and the absence of footnotes.


 


6.2       Certificates;
Other Information. Furnish to the Administrative Agent (for onward distribution to the Lenders) or, in the case of clause
(e), to the relevant Lender:


 


(a) concurrently
with the delivery of the financial statements referred to in Section 6.1(a), a certificate (which certificate may be limited to
the extent required by accounting rules or guidelines) of the independent certified public accountants reporting on such financial
statements stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section
7.1 as of the last day of the fiscal year so reported, except as specified in such certificate;


 


(b) concurrently
with the delivery of any financial statements pursuant to Section 6.1, a Compliance Certificate executed by a Responsible Officer
and including all information and calculations necessary for determining compliance by each Group Member with the provisions of
Section 7.1 of this Agreement as of the last day of the fiscal quarter or fiscal year of the Parent Borrower, as the case may
be;


 


(c) as soon
as available, and in any event no later than 45 days after the end of each fiscal year of the Parent Borrower, a detailed consolidated
budget for the following fiscal year (including


 




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a
projected consolidated balance sheet of the Parent Borrower as of the end of the following fiscal year, the related consolidated
statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying
assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be
accompanied by a certificate of a Responsible Officer stating that such Projections were prepared in good faith on assumptions
believed by management of the Parent Borrower to be reasonable at the time made (it being understood that access to any Projections
shall be subject to customary restrictions on use of material nonpublic information);


 


(d) within
five Business Days after the same are filed, copies of all financial statements and reports that the Parent Borrower may make
to, or file with, the SEC; and


 


(e) promptly,
such additional financial and other information as any Lender may from time to time reasonably request.


 


Documents required
to be delivered pursuant to Section 6.1 or Section 6.2(d) (to the extent any such documents are included in materials otherwise
filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i)
on which the Parent Borrower posts such documents, or provides a link thereto on the Parent Borrower’s website on the Internet
at www.ropertech.com or (ii) on which such documents are posted on the Parent Borrower’s behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website
or whether sponsored by the Administrative Agent); provided that (A) the Parent Borrower shall provide written notice to
the Administrative Agent in each case that such electronic delivery has occurred and (B) the Parent Borrower shall deliver paper
copies of such documents to the Administrative Agent (for delivery to any Lender that requests the Parent Borrower to deliver
such paper copies) upon a written request to deliver paper copies given by the Administrative Agent or such Lender. Notwithstanding
anything contained herein, in every instance the Parent Borrower shall be required to provide paper copies of the Compliance Certificates
required by Section 6.2(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall
have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Parent Borrower with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such documents.


 


6.3       Payment
of Taxes. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be,
all its material taxes of whatever nature, except (i) where the amount or validity thereof is currently being contested in good
faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of
the relevant Group Member or (ii) where the failure to so pay, discharge or otherwise satisfy such taxes could not reasonably
be expected to have a Material Adverse Effect.


 


6.4       Maintenance
of Existence; Compliance. (a) (i)  Preserve, renew and keep in full force and effect its organizational existence
and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct
of its business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (ii) above, to
the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (p) comply with all Requirements
of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect; and (c) maintain in effect and enforce policies and procedures reasonably designed to promote and achieve compliance
by the Parent Borrower, its Subsidiaries and their respective directors, officers, employees and appointed agents with Anti-Corruption
Laws and applicable Sanctions.


 




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6.5       Maintenance
of Property; Insurance. (a) Keep and maintain all property material to the conduct in its business in good working order and
condition, ordinary wear and tear excepted and (b) maintain with financially sound and reputable insurance companies insurance
on all its property in at least such amounts and against at least such risks as are usually insured against in the same general
area by companies engaged in the same or a similar business.


 


6.6       Inspection
of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct
in all material respects entries in conformity with all Requirements of Law shall be made of all dealings and transactions in
relation to its business and activities, (b) permit representatives of the Administrative Agent and each Lender (coordinated through
the Administrative Agent) to visit and inspect any of its properties and examine and make abstracts from any of its books and
records at any reasonable time during any Business Day following reasonable written notice to the Parent Borrower; provided
that no Lender may make any such inspection more often than once in any calendar year unless an Event of Default is in existence
(in which case such inspections may occur as often and at such times as such Lender reasonably determines) and any such inspection
made when no Event of Default is in existence shall be at the expense of such Lender, and (c) permit representatives of the Administrative
Agent and each Lender to discuss the business, operations, properties and financial and other condition of the Group Members with
officers and employees of the Group Members and with their independent certified public accountants (with representatives of the
Group Members having the opportunity to be present).


 


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


 


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


 


(b) any litigation,
investigation or proceeding that may exist at any time between any Group Member and any Governmental Authority, that could reasonably
be expected to have a Material Adverse Effect.


 


Each notice pursuant to this
Section 6.7 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the relevant Group Member proposes to take with respect thereto.


 


6.8       Environmental
Laws. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, comply with and use
commercially reasonable efforts to ensure compliance by all tenants and subtenants, if any, with, all applicable Environmental
Laws, and obtain and comply with and maintain, and use commercially reasonable efforts to ensure that all tenants and subtenants
obtain and comply with and maintain any and all licenses, approvals, notifications, registrations or permits required by applicable
Environmental Laws.


 


SECTION
7.NEGATIVE COVENANTS


 


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


 


7.1       Financial
Condition Covenants. (s) Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as at the
last day of any Test Period to exceed 3.5 to 1.0; provided that, subject to the limitations set forth in the definition
of Qualifying Material Acquisition (including the delivery of a QMA Notice within the required time period set forth in the definition
of Qualifying Material


 




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Acquisition),
such ratio shall be increased to 4.0 to 1.0 for the first Test Period that ends on or subsequent to the applicable Consummation
Date (the “Initial Test Period”) and for each of the three consecutive Test Periods immediately following the
Initial Test Period; provided further that such an increase shall be permitted no more than twice during the term of this
Agreement (it being understood that, for the avoidance of doubt, each four consecutive Test Period increase described in this
Section 7.1(a) resulting from an individual QMA Notice shall constitute a single increase for purposes of the limitation in this
proviso).


 


(b) Consolidated
Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio for any Test Period to be less than 3.0 to 1.0.


 


7.2       Indebtedness.
Permit any Subsidiary that is not a Subsidiary Guarantor to create, issue, incur, assume, become liable in respect of or suffer
to exist any Indebtedness, except:


 


(a) Indebtedness
of any Foreign Subsidiary Borrower pursuant to any Loan Document;


 


(b) Indebtedness
of any Subsidiary to any other Group Member;


 


(c) Guarantee
Obligations incurred in the ordinary course of business by any Subsidiary of obligations of any Wholly Owned Subsidiary;


 


(d) Indebtedness
outstanding on the date hereof and listed on Schedule 7.2(d) and any refinancings, refundings, renewals or extensions thereof
(without shortening the maturity, or increasing the principal amount, thereof), in an aggregate amount outstanding not to exceed
$20,000,000;


 


(e) Indebtedness
in respect of Capital Lease Obligations and purchase money obligations to finance the acquisition of fixed or capital assets and
any refinancings, refundings, renewals or extensions thereof (without increasing the amount thereof); provided that, at
the times of incurrence of any Indebtedness pursuant to this paragraph (e), after giving effect thereto, the aggregate outstanding
principal amount of all Indebtedness incurred pursuant to this paragraph (e) shall not exceed $100,000,000;


 


(f) Indebtedness
of any Person that becomes a Subsidiary after the date hereof and any refinancings, refundings, renewals or extensions thereof
without increasing the amount thereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary
and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal
amount of Indebtedness permitted by this clause (f) shall not exceed $250,000,000 at any time outstanding; and


 


(g) in addition
to Indebtedness otherwise expressly permitted by the preceding paragraphs (a) through (g) of this Section 7.2, other Indebtedness
of any Subsidiary; provided that (x) no Event of Default shall be in existence or result therefrom (including, on a pro
forma basis, pursuant to Section 7.1) and (y) at the time of incurrence of any Indebtedness pursuant to this paragraph (g),
after giving effect thereto, the sum, without duplication, of (i) the aggregate outstanding principal amount of all Indebtedness
incurred pursuant to this paragraph (g) and (ii) the aggregate outstanding principal amount of all Indebtedness secured by a Lien
incurred pursuant to Section 7.3(j) shall not exceed 5% of Consolidated Total Assets determined as of the last day of the most
recent fiscal quarter for which the relevant financial information is available.


 




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7.3       Liens.
Create, incur, assume or suffer to exist any Lien (including, for the avoidance of doubt, Liens securing Indebtedness of a Subsidiary
Guarantor) upon any of its property, whether now owned or hereafter acquired, except:


 


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


 


(b) carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course
of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;


 


(c) pledges
or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation;


 


(d) deposits
to secure the performance of (i) bids, trade, forward or futures contracts (other than in respect of borrowed money), leases,
statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course
of business and (ii) appeal bonds, as well as customary Liens related to any such surety and performance bonds including Liens
on the contracts that are the subject of any such surety and performance bonds, sums payable under and property related to the
performance of such contracts (including equipment, material, subcontracts and surety bonds supporting such subcontracts), and
claims against subcontractors, materialmen, sureties and others in connection with such contracts.


 


(e) easements,
rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate,
are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of the Group Members;


 


(f) Liens in
existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that
no such Lien encumbers any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not
increased;


 


(g) Liens securing
Indebtedness of any Group Member incurred pursuant to Section 7.2(e), provided that (i) such Liens shall be created substantially
simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property
other than the property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased;


 


(h) any interest
or title of a lessor under any lease entered into by any Group Member in the ordinary course of its business and covering only
the assets so leased;


 


(i) Liens with
respect to property acquired by any Group Member after the Closing Date (and not created in contemplation of such acquisition)
securing Indebtedness permitted by Section 7.2(f); provided that such Liens shall extend only to the property so acquired;
and


 


(j) Liens not
otherwise permitted by this Section so long as, at the time of incurrence after giving effect thereto, the sum, without duplication,
of (i) the aggregate outstanding principal amount of the Indebtedness secured thereby and (ii) the aggregate outstanding principal
amount of Indebtedness incurred pursuant to Section 7.2(g) does not exceed 5% of Consolidated Total Assets determined as of the
last day of the most recent fiscal quarter for which the relevant financial information is available.


 




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7.4       Fundamental
Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation
or dissolution), except that:


 


(a) any Subsidiary
of the Parent Borrower may be merged or consolidated with or into any other Group Member; provided that if either party
to such merger or consolidation is a Borrower, the continuing or surviving corporation shall be a Borrower, and any Subsidiary
other than a Borrower may liquidate, wind up or dissolve itself;


 


(b) any Subsidiary
of the Parent Borrower may consummate a merger the purpose of which is to effect a Disposition that is not prohibited by Section
7.5;


 


(c) the Parent
Borrower may be merged or consolidated with or into any other Person in a transaction in which the Parent Borrower is the continuing
or surviving corporation; and


 


(d) the Parent
Borrower may be merged or consolidated with or into any other Person in a transaction in which the Parent Borrower is not the
continuing or surviving corporation (such other Person, the “Surviving Entity”); provided that (i) the
Surviving Entity is a corporation or limited liability company incorporated or formed under the laws of any state of the United
States of America, (ii) immediately after the consummation of such transaction, the Capital Stock of the Surviving Entity shall
be held, directly or indirectly, by the Persons who held the Capital Stock of the Parent Borrower immediately prior to the consummation
of such transaction, in substantially the same percentages, (iii) either (x) the Surviving Entity or (y) a direct parent of the
Surviving Entity that is a corporation incorporated under the laws of any state of the United States of America, shall have assumed
all of the Parent Borrower’s rights and obligations under this Agreement and (iv) no Default or Event of Default shall have
occurred and be continuing.


 


7.5       Disposition
of Property. Dispose of all or substantially all of the assets of the Group Members, taken as a whole.


 


7.6       Restricted
Payments. Make any Restricted Payment unless no Default or Event of Default shall have occurred and be continuing after giving
effect thereto (including, on a pro forma basis, pursuant to Section 7.1).


 


7.7       Transactions
with Affiliates. Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of
any service or the payment of any management, advisory or similar fees, with any Affiliate (other than the Parent Borrower or
any Subsidiary) unless such transaction is (i) (a) otherwise permitted under this Agreement and (b) upon fair and reasonable
terms no less favorable to the relevant Group Member than it would obtain in a comparable arm’s length transaction with
a Person that is not an Affiliate or (ii) is a Restricted Payment.


 


7.8       Swap
Agreements.  Enter into any Swap Agreement, except Swap Agreements entered into for non-speculative purposes.


 


7.9       Changes
in Fiscal Periods.  Permit the fiscal year of the Parent Borrower to end on a day other than December 31 or change the
Parent Borrower’s method of determining fiscal quarters.


 


7.10       Negative
Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any
Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues (it being understood that
an “equal and ratable” provision is not an agreement that imposes such a prohibition or limitation), whether now owned
or hereafter acquired, securing Indebtedness and other obligations under the Loan Documents (regardless of


 




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the
amount thereof), other than (a) this Agreement and the other Loan Documents, (b) restrictions contained in the documents governing
any Indebtedness with a final maturity of less than one year, (c) restrictions contained in the documents governing any Subsidiary
Indebtedness permitted under Section 7.2, (d) restrictions and conditions imposed by law, (e) customary restrictions and conditions
contained in agreements relating to the Disposition of a Subsidiary, property or assets pending such Disposition, provided such
restrictions and conditions apply only to such Subsidiary, property or assets, (f) restrictions and conditions contained in documentation
relating to a Subsidiary acquired after the Closing Date, provided that such restriction or condition (i) existed at the
time such Person became a Subsidiary and was not created in contemplation of or in connection with such Person becoming a Subsidiary
and (ii) applies only to such Subsidiary, (g) restrictions and conditions contained in any agreement relating to Indebtedness
or other obligations secured by Liens permitted under this Agreement if such restrictions and conditions apply only to the property
or assets subject to such Liens and (h) customary provisions in leases, licenses and other contracts restricting or conditioning
the assignment or encumbrance thereof, including, without limitation, licenses and sublicenses of patents, trademarks, copyrights
and similar intellectual property rights.


 


7.11       Clauses
Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction
on the ability of any Subsidiary of the Parent Borrower to (a) make any payment of a type described in the definition of “Restricted
Payment” in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, any Group Member,
(b) make loans or advances to, or other investments in, any Group Member or (c) transfer any of its assets to any Group Member,
except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under, or imposed by
(A) any Loan Document or (B) law; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has
been entered into in connection with (x) the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary
or (y) the Disposition of any asset of such Subsidiary so long as the encumbrance or restriction applies only to the asset to
be Disposed; (iii) restrictions and conditions contained in documentation relating to a Subsidiary acquired after the Closing
Date, provided that such restriction or condition (x) existed at the time such Person became a Subsidiary and was not created
in contemplation of or in connection with such Person becoming a Subsidiary and (y) applies only to such Subsidiary and (iv) restrictions
contained in the documents governing any Indebtedness of any Subsidiary permitted under Section 7.2.


 


SECTION
8.EVENTS OF DEFAULT


 


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


 


(a) any Borrower
shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or any Borrower
shall fail to pay any interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any other
Loan Document, within five Business Days after any such interest or other amount becomes due in accordance with the terms hereof;
or


 


(b) any representation
or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate,
document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other
Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made; or


 


(c) any Borrower
shall default in the observance or performance of any agreement contained in Section 6.4(a)(i) (with respect to the Parent Borrower
only), Section 6.7(a) or Section 7 of this Agreement; or


 




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(d) any Loan
Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document
(other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period
of 30 days after notice to the Parent Borrower from the Administrative Agent or the Required Lenders; or


 


(e) any Group
Member shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding
the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on
any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness
was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness
or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition
exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness
(or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness
to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become
payable; provided that the preceding clause (iii) shall not apply to Indebtedness that becomes due as a result of the voluntary
sale or transfer of any property or assets, if such sale or transfer is permitted hereunder and under the documents governing
such Indebtedness; provided, further, that a default, event or condition described in clause (i), (ii) or (iii)
of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events
or conditions of the type described in clauses (i), (ii) or (iii) of this paragraph (e) shall have occurred and be continuing
with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $100,000,000; or


 


(f) (i) the
Parent Borrower or any Material Subsidiary shall commence any case, proceeding or other action (A) under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking
to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or
(B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial
part of its assets, or the Parent Borrower or any Material Subsidiary shall make a general assignment for the benefit of its creditors;
or (ii) there shall be commenced against the Parent Borrower or any Material Subsidiary any case, proceeding or other action of
a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment
or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Parent
Borrower or any Material Subsidiary any case, proceeding or other action seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such
relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof;
or (iv) the Parent Borrower or any Material Subsidiary shall take any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Parent Borrower or
any Material Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts
as they become due; or


 


(g) (i) any
Person shall engage in any non-exempt Prohibited Transaction involving any Plan, (ii) a determination that any Plan is, or could
reasonably be expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of
ERISA); (iii) any Plan shall fail to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section
302 of ERISA) applicable to such Plan, whether or not waived; (iv) any Lien in favor of the PBGC or a Plan shall arise on the
assets of any Group Member or any Commonly Controlled Entity, (v) a Reportable Event shall occur with respect to, or proceedings
shall commence to have a trustee appointed, or a trustee shall be


 




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appointed,
to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is,
in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of
ERISA, (vi) any Plan shall terminate for purposes of Title IV of ERISA, (vii) any Group Member or any Commonly Controlled
Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal
from, or the Insolvency of, a Multiemployer Plan or a determination that a Multiemployer Plan is in “endangered” or
“critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); or (vi) any other event
or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition,
together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; or


 


(h) one or
more judgments or decrees shall be entered against the Parent Borrower or any Material Subsidiary at any time involving in the
aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has not disclaimed or
reserved the right to disclaim coverage) of $100,000,000 or more, and all such judgments or decrees shall not have been vacated,
discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or


 


(i) (i) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), shall become, or obtain rights (whether by means or warrants, options
or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act),
directly or indirectly, of more than 35% of the outstanding common stock of the Parent Borrower, except as a result of a transaction
permitted under Section 7.4(c); (ii) the board of directors of the Parent Borrower shall cease to consist of a majority of
Continuing Directors; or (iii) any Foreign Subsidiary Borrower shall cease to be a direct or indirect Wholly Owned Subsidiary
of the Parent Borrower;


 


then, and in any such event,
(A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to any Borrower,
automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts
owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries
of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due
and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with
the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative
Agent shall, by notice to the Parent Borrower declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving
Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon
the request of the Required Lenders, the Administrative Agent shall, by notice to the Parent Borrower, declare the Loans (with
accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts
of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents
required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect
to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant
to this paragraph, the Parent Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent
an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral
account shall be invested in cash equivalents as directed by the Parent Borrower and reasonably acceptable to the Administrative
Agent and shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused
portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay
other obligations of the Parent Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall
have expired or been fully drawn upon, all


 




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Reimbursement Obligations shall
have been satisfied and all other obligations of the Parent Borrower hereunder and under the other Loan Documents shall have been
paid in full, the balance, if any, in such cash collateral account shall be returned to the Parent Borrower (or such other Person
as may be lawfully entitled thereto). Except as expressly provided above in this Section, presentment, demand, protest and all
other notices of any kind are hereby expressly waived by the Parent Borrower.


 


SECTION
9.THE AGENTS


 


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


 


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


 


9.3       Exculpatory
Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this
Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision
of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct)
or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any
Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement
or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder.
The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any
of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books
or records of any Loan Party.


 


9.4       Reliance
by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon
any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement,
order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Parent Borrower), independent
accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any
Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been
filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any


 




    57 


     

    

action
under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders
(or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction
by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take
any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under
this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this
Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the Loans.


 


9.5       Notice
of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event
of Default unless the Administrative Agent has received notice from a Lender or the Parent Borrower referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative
Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required
Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agent shall
have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.


 


9.6       Non-Reliance
on Agents and Other Lenders. Each Lender expressly acknowledges that neither the Agents nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act
by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed
to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently
and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness
of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement.
Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation
as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness
of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to
the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise),
prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative
Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.


 


9.7       Indemnification.
The Lenders agree to indemnify each Agent and its officers, directors, employees, affiliates, agents, advisors and controlling
persons (each, an “Agent Indemnitee”) in its capacity as such (to the extent not reimbursed by the Parent Borrower
and without limiting the obligation of the Parent Borrower to do so), ratably according to their respective Aggregate Exposure
Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after
the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with
such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses,
damages,


 




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penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including the reasonable fees, disbursements
and other charges of counsel) that may at any time (whether before or after the payment of the Loans) be imposed on, incurred
by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Commitments, this Agreement, any of
the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby
or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided
that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements (including the reasonable fees, disbursements and other charges of
counsel) that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such
Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the
Loans and all other amounts payable hereunder.


 


9.8       Agent
in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from and generally engage in
any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by
it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers
under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and
the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.


 


9.9       Successor
Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders
and the Parent Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan
Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent
shall (unless an Event of Default under Section 8(a) or 8(f) shall have occurred and be continuing) be subject to approval by
the Parent Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed
to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such
successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties
as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative
Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative
Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative
Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties
of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for
above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall
inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement
and the other Loan Documents.


 


9.10       Documentation
Agents and Syndication Agents. Neither the Documentation Agents nor the Syndication Agents shall have any duties or responsibilities
hereunder in its capacity as such.


 


SECTION
10.MISCELLANEOUS


 


10.1       Amendments
and Waivers. Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented
or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party party to the
relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party
party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto
and to the other Loan Documents for the purpose of


 




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adding
any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan
Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent,
as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any
Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) reduce or forgive the principal amount or extend the final scheduled date of maturity of
any Loan, extend the scheduled date of any principal payment in respect of any Incremental Term Loan, reduce the stated rate of
any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase
in interest rates (which waiver shall be effective with the consent of the Majority Facility Lenders of each adversely affected
Facility) and (y) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall
not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any
payment of any interest or fee payable hereunder, or increase the amount of any Lender’s Revolving Commitment, in each case
without the written consent of each Lender directly affected thereby; (ii) extend the expiration date of any Lender’s
Revolving Commitment without the written consent of each Revolving Lender directly affected thereby (it being agreed that, notwithstanding
anything to the contrary in this Section 10.1, such extension may be effected without the approval of the Required Lenders); (iii)
eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (iv) with
respect to a particular Facility, change the ratable allocation of payments among the Lenders under such Facility specified in
Section 2.13 without the written consent of each such Lender directly affected thereby; (v) reduce any percentage specified
in the definition of Required Lenders, consent to the assignment or transfer by the Parent Borrower of any of its rights and obligations
under this Agreement and the other Loan Documents (except as is expressly provided for in Section 10.6(f)) or release the Parent
Borrower from its obligations under Section 11 of this Agreement, in each case without the written consent of all Lenders; (vi) reduce
the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the written consent
of all Lenders under such Facility; (vii) amend, waive or modify any condition precedent set forth in Section 5.2 with respect
to any extensions of credit under the Revolving Facility without the written consent of the Majority Facility Lenders under such
Facility; (viii) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent;
or (ix) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender. Any such waiver
and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan
Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties,
the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan
Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall
extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. In furtherance of clause
(vii) of this Section 10.1, (i) any amendment, waiver or modification with respect to Section 7.1 or (ii) any amendment, waiver
or modification of any provision of this Agreement or any other Loan Document at a time when a Default or Event of Default is
in existence, and that would have the effect of eliminating such Default or Event of Default, shall in each case not be deemed
to be effective for the purpose of determining whether the conditions precedent set forth in Section 5.2 to the making of any
extension of credit under the Revolving Facility have been satisfied unless the Majority Facility Lenders under such Facility
shall have consented to such amendment, waiver or modification.


 


Notwithstanding
the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative
Agent and the Parent Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the 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 Term Loans and Revolving Extensions of Credit and the accrued
interest and fees in respect thereof and (b) to include


 




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appropriately
the Lenders holding such credit facilities in any determination of the Required Lenders and Majority Facility Lenders.


 


If, in connection
with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly
affected thereby”, 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 Parent Borrower may, at its sole cost and expense, elect to replace a Non-Consenting Lender as a Lender party to this
Agreement (or to replace such Non-Consenting Lender from the Facility for which consent is being sought); provided that,
concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Parent Borrower
and the Administrative Agent, and, with respect to assignees that are Revolving Lenders, the Issuing Bank 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)(ii) of Section 10.6 (with the Parent Borrower
paying any applicable processing and recordation fee), (ii) the replacement Lender shall grant its consent with respect to
the applicable proposed amendment, waiver or consent and (iii) the Parent Borrower shall pay to such Non-Consenting Lender
in same day funds on the day of such replacement all interest, fees and other amounts then accrued but unpaid to such Non-Consenting
Lender by the Parent Borrower hereunder to and including the date of termination, including without limitation payments due to
such Non-Consenting Lender under Sections 2.14 and 2.15 (assuming that the Loans of such Non-Consenting Lender have been
prepaid on such date rather than sold to the replacement Lender).


 


Furthermore,
notwithstanding the foregoing, the Administrative Agent, with the consent of the Parent Borrower, may amend, modify or supplement
any Loan Document without the consent of any Lender or the Required Lenders in order to correct, amend or cure any technical and
immaterial errors and omissions or correct any typographical error or other manifest error or omissions in any Loan Document.
Further, the Parent Borrower, with the consent of the Administrative Agent, may amend, modify
or supplement any Loan Document without the consent of any Lender or the Required Lenders in order to make any amendments to the
extent necessary to effectuate clause (B) of Section 2.12.


 


10.2       Notices.
All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy),
and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business
Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows
in the case of the Borrowers and the Administrative Agent, and as set forth in an administrative questionnaire delivered to the
Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties
hereto:


 


Parent
Borrower





and
Foreign Subsidiary
Borrowers:                      
Roper Technologies, Inc.





6901 Professional Parkway
East, Suite 200

Sarasota, FL 34240

Attention: John Humphrey,

                   Chief Financial
Officer

Telephone: 941-556-2601

Telecopy: 941-556-2670


 


Administrative
Agent                                              JPMorgan
Chase Bank, N.A.





10 South Dearborn, Floor
L2


 




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Chicago, IL 60603





Attention: Ryan Bowman

Telephone: 312-732-4754

Telecopy: 844-490-5663


 


provided that any notice,
request or demand to or upon the Administrative Agent or the Lenders shall not be effective until received.


 


Notices and
other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless
otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Parent Borrower may, in
its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular notices or communications.


 


10.3       No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or
any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided
are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.


 


10.4       Survival
of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any
document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery
of this Agreement and the making of the Loans and other extensions of credit hereunder.


 


10.5       Payment
of Expenses and Taxes. The Parent Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable
and customary out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and
any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in
connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby,
including the reasonable fees and disbursements of counsel to the Administrative Agent and filing and recording fees and expenses,
with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Closing Date (in the case of
amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as
the Administrative Agent shall deem appropriate; provided that (i) with respect to legal counsel, the Parent Borrower shall
only be required to reimburse the reasonable fees and disbursements of a single law firm for the Administrative Agent and any
local counsel as shall be reasonably necessary (subject to any limitations agreed to in writing by the Administrative Agent) and
(ii) any written request for reimbursement shall list in reasonable detail all expenses as to which reimbursement is being requested,
(b) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent for all its reasonable costs and expenses
incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any
such other documents related to the Loan Documents, including the reasonable fees and disbursements of counsel to each Lender
and of counsel to the Administrative Agent, (c) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative
Agent harmless from, any and all recording and filing fees, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender
and the Agents, their respective affiliates and their respective officers, directors, trustees, employees, agents, advisors and
controlling persons (each, an “Indemnitee”)


 




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harmless
from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration
of this Agreement and the other Loan Documents and any such other documents, including any
claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the
same are brought by the Borrower, its equity holders, affiliates or creditors or any other Person, including any of the
foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental
Law applicable to the operations of any Group Member or any of the Properties and the reasonable fees and expenses of legal counsel
in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing
in this clause (d), collectively, the “Indemnified Liabilities”), provided that the Parent Borrower
shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities
are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (i) the gross negligence
or willful misconduct of such Indemnitee or (ii) a material breach of such Indemnitee’s obligations under the Loan Documents,
and provided, further, that this Section 10.5(d) shall not apply with respect to Taxes other than any Taxes that represent
losses or damages arising from any non-Tax claim. Without limiting the foregoing, and to the extent permitted by applicable law,
the Parent Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its
Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties,
fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws,
that any of them might have by statute or otherwise against any Indemnitee. To the extent
permitted by applicable law, no Indemnitee shall be liable for any damages arising from the use by unintended recipients of information
or other materials distributed by it through electronic, telecommunications or other information transmission systems in connection
with this Agreement or the other Loan Documents, except to the extent any such damages are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee.
No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. All amounts due under
this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Parent Borrower
pursuant to this Section 10.5 shall be submitted in writing to John Humphrey (Telephone No. 941-556-2601) (Telecopy No. 941-556-2670),
at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated
by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the
termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.


 


10.6       Successors
and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of the Issuing Lender
that issues any Letter of Credit), except that (i) other than as is expressly provided for in Section 10.6(f), the Parent Borrower
may not 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 the Parent 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.


 


(b) (i)  Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees, other than to a natural
person, (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of:


 




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(A)       the
Parent Borrower (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the
Parent Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below)
or, if an Event of Default under Section 8(a) or (f) has occurred and is continuing, any other Person; provided, further,
that the Parent Borrower shall be deemed to have consented to any such assignment unless the Parent Borrower shall object thereto
by written notice to the Administrative Agent within ten Business Days after having received written notice thereof and a written
request for such consent stating that the Parent Borrower will be deemed to have given consent to such assignment unless it shall
have objected in writing within ten Business Days;


 


(B)       the
Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of
the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of
a Lender or an Approved Fund; and


 


(C)       in
the case of any assignment of a Revolving Commitment, the Issuing Lender (such consent not to be unreasonably withheld, delayed
or conditioned), provided no consent of the Issuing Lender shall be required for an assignment of all or a portion of a
Revolving Commitment to a Revolving Lender.


 


(ii)       Assignments
shall be subject to the following additional conditions:


 


(A)       except
in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the
assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 (in the case of Term Loans) and $5,000,000
(in the case of the Revolving Loans and/or the Revolving Commitment of any Lender) unless each of the Parent Borrower and the
Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an
Event of Default under Section 8(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect
of each Lender and its affiliates or Approved Funds, if any;


 


(B)       the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500 (to be paid by the relevant Lender, except as provided in Section 2.18), provided
that contemporaneous assignments to a Person and its affiliates or Approved Funds shall be deemed to be a single assignment
for the purposes of this clause (B); and


 


(C)       the
Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire.


 


For the purposes
of this Section 10.6, “Approved Fund” means any Person (other than a natural person) that is engaged in making,
purchasing, holding or investing in bank loans and similar


 




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extensions
of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender
or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


(iii)       Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each
Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14,
2.15, 2.16 and 10.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this Section 10.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with paragraph (c) of this Section.


 


(iv)       The
Administrative Agent, acting for this purpose as an agent of the Parent 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 Commitments of, and principal amount of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be conclusive, and the Parent Borrower,
the Administrative Agent, the Issuing Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Parent Borrower or any Lender at any reasonable time, subject to reasonable advance notice.


 


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


 


(c) Any Lender
may, without the consent of the Parent Borrower or the Administrative Agent, sell participations to one or more banks or other
entities (other than competitors of any Group Member) (a “Participant”) in all or a portion of such Lender’s
rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided
that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain
solely responsible to the other parties hereto for the performance of such obligations and (C) the Parent Borrower, the Administrative
Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification
or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver


 




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that
(1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1
and (2) directly affects such Participant. The Parent Borrower agrees that each Participant shall be entitled to the benefits
of Sections 2.14, 2.15 and 2.16 (subject to the requirements and limitations therein, including the requirements under Section
2.15(g) and (h) (it being understood that the documentation required under Section 2.15(g) shall be delivered to the participating
Lender and the information and documentation required under Section 2.15(h) will be delivered to the Borrower and the Administrative
Agent)) 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 shall not be entitled to receive any greater payment under Sections 2.14 or 2.15,
with respect to any participation, than its participating Lender would have been entitled to receive, unless the sale of the participation
to such Participant is made with the Parent Borrower’s prior written consent. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 10.7(b) as though it were a Lender, provided such Participant shall be
subject to Section 10.7(a) 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 Parent Borrower, maintain a register on which it enters the name and address of each Participant
and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the
Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose
all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating
to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document)
except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation
is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register
shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance
of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 


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


 


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


 


(f) Upon at
least 15 days’ advance written notice to the Administrative Agent, the Parent Borrower may assign all of its rights hereunder;
provided that (i) immediately after the consummation of such transaction, the Capital Stock of the Person to whom the Parent
Borrower’s rights have been assigned (the “Successor Borrower”) is held, directly or indirectly, by the
Persons who held the Capital Stock of the Parent Borrower immediately prior to the consummation of such transaction, in substantially
the same percentages, (ii) the Successor Borrower is a corporation incorporated under the laws of any state of the United States
of America, (iii) the Successor Borrower shall own (directly or indirectly, including through Subsidiaries), at the time of such
assignment, all or substantially all of the assets owned by the Parent Borrower and its Subsidiaries immediately prior to the
consummation of such transaction, (iv) the Successor Borrower shall have assumed the Parent Borrower’s obligations under
this Agreement and under the other Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent,
(v) the Successor Borrower shall have become a party to this Agreement by executing a Joinder Agreement, (vi) no Default or Event
of Default shall have occurred and be continuing


 




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at
the time of such assignment and (vii) the Administrative Agent shall have received such evidence of good standing, corporate authority
and the authorization of such assignment, delegation and assumption and such opinions of counsel as the Administrative Agent shall
have reasonably requested.


 


10.7       Adjustments;
Set-off. (u) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender
or to the Lenders under a particular Facility (with nothing in Section 8 being deemed to constitute such an allocation), if any
Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it under
any Loan Document by any Borrower (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the
nature referred to in Section 8(f), or otherwise), in a greater proportion than any such payment to any other Lender, if any,
in respect of such obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the other Lenders
a participating interest in such portion of such obligations owing to each such other Lender, as shall be necessary to cause such
Benefitted Lender to share the excess payment ratably with each of the Lenders; provided, however, that if all or
any portion of such excess payment is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and
the purchase price returned, to the extent of such recovery, but without interest.


 


(b) In addition
to any rights and remedies of the Lenders provided by law, each Lender shall have the right, to the maximum extent permitted by
law, with the consent of the Required Lenders but without prior notice to any Borrower (any such notice being expressly waived
by each Borrower to the extent permitted by applicable law), upon the occurrence and during the continuance of an Event of Default
pursuant to Section 8(a) or Section 8(f), to set off and appropriate and apply against any amount under this Agreement then due
and owing to such Lender any and all deposits (general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured
or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of
such Borrower; provided that if any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so
set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of
this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in
trust for the benefit of the Administrative Agent, the Issuing Lender and the Lenders and (ii) 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 set-off. Each Lender agrees promptly to notify the Parent Borrower and the Administrative
Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not
affect the validity of such setoff and application.


 


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


 


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


 


10.10       Integration.
This Agreement and the other Loan Documents represent the entire agreement of the Borrowers, the Administrative Agent and the
Lenders with respect to the subject matter


 




    67 


     

    

hereof
and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender
relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.


 


10.11       GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


10.12       Submission
To Jurisdiction; Waivers. Each Borrower hereby irrevocably and unconditionally:


 


(a) submits
for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which
it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction
of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate
courts from any thereof;


 


(b) consents
that any such action or proceeding may, to the maximum extent permitted by law, be brought in such courts and waives, to the maximum
extent permitted by law, any objection that it may now or hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an inconvenient court and agrees, to the maximum extent permitted
by law, not to plead or claim the same;


 


(c) agrees,
to the maximum extent permitted by law, that service of process in any such action or proceeding may be effected by mailing a
copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Parent Borrower
at its address referred to in Section 10.2;


 


(d) agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the
right to sue in any other jurisdiction; and


 


(e) waives,
to the maximum extent permitted by law, any right it may have to claim or recover in any legal action or proceeding referred to
in this Section any indirect, special, exemplary, punitive or consequential damages.


 


10.13       Acknowledgements.
Each Borrower hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship
between the Group Members and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated
by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Group
Members on other matters, and the relationship between the Credit Parties, on the one hand, and the Group Members, on the
other hand, in connection herewith and therewith is solely that of creditor
and debtor, (b) the Credit Parties, on the one hand, and the Group Members, on the other hand, have an arm’s length business
relationship that does not directly or indirectly give rise to, nor do the Group Members rely on, any fiduciary duty to the Group
Members or their affiliates on the part of the Credit Parties, (c) the Group Members are capable of evaluating and understanding,
and the Group Members understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement
and the other Loan Documents, (d) the Group Members have been advised that the Credit Parties are engaged in a broad range of
transactions that may involve interests that differ from the Group Members’ interests and that the Credit Parties have no
obligation to disclose such interests and transactions to the Group Members, (e) the Group Members have consulted their own legal,
accounting, regulatory and tax advisors 


 




    68 


     

    

to the extent
the Group Members have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents,
(f) each Lender Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing
by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Group Members,
any of their affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Group Members or their affiliates
with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly
set forth herein or therein or in any other express writing executed and delivered by such Lender Party and the Group Members
or any such affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by
virtue of the transactions contemplated hereby among the Credit Parties or among the
Group Members and the Credit Parties.


 


10.14       Confidentiality.
Each of the Administrative Agent, each Lender and each Issuing Lender agrees to keep confidential all non-public information provided
to it by any Group Member, the Administrative Agent or any Lender pursuant to or in connection with this Agreement that is designated
by the provider thereof as confidential and use such information solely in connection with matters related to the Loan Documents;
provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information
(a) to the Administrative Agent, any other Lender or any affiliate thereof in connection with matters related to the Loan Documents,
(b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Transferee or any direct
or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty) to which the Administrative
Agent, such Lender or any affiliate thereof is a party, (c) to its employees, directors, agents, attorneys, accountants and other
professional advisors or those of any of its affiliates in connection with matters related to the Loan Documents, (d) upon the
request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or
as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so in connection with any
litigation or similar proceeding, (g) that has been publicly disclosed (other than, to the knowledge of the relevant Person, in
violation of this Agreement), (h) to the National Association of Insurance Commissioners or any similar organization or any nationally
recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings
issued with respect to such Lender, (i) in connection with the exercise of any remedy hereunder or under any other Loan Document
or (j) if agreed in writing by the Parent Borrower in its sole discretion, to any other Person.


 


10.15       WAIVERS
OF JURY TRIAL. EACH BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL
BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


10.16       Judgment
Currency. (a) The Loan Parties’ obligations hereunder and under the other Loan Documents to make payments in a specified
currency (the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant
to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such
tender or recovery results in the effective receipt by the Administrative Agent or a Lender of the full amount of the Obligation
Currency expressed to be payable to the Administrative Agent or such Lender under this Agreement or the other Loan Documents.
If, for the purpose of obtaining or enforcing judgment against any Loan Party in any court or in any jurisdiction, it becomes
necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred
to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made, at the
rate of exchange (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on


 




    69 


     

    

such
currency, by a known dealer in such currency designated by the Administrative Agent) determined, in each case, as of the Business
Day immediately preceding the date on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment
Currency Conversion Date”).


 


(b) If there
is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of
the amount due, the Borrowers covenant and agree to pay, or cause to be paid, to the maximum extent permitted by law, such additional
amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency,
when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which
could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange
prevailing on the Judgment Currency Conversion Date.


 


(c) For purposes
of determining any rate of exchange or currency equivalent for this Section, such amounts shall include any premium and costs
payable in connection with the purchase of the Obligation Currency.


 


10.17       USA
PATRIOT Act. Each Lender hereby notifies the Parent Borrower that pursuant to the requirements of the USA Patriot Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and
record information that identifies the Borrowers, which information includes the name and address of each Borrower and other information
that will allow such Lender to identify each Borrower in accordance with the Patriot Act.


 


10.18       Acknowledgement
and Consent to Bail-In of EEA 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 EEA Financial Institution arising under any Loan Document may be subject to the write-down and conversion powers of an EEA
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 an EEA Resolution Authority to any such liabilities arising hereunder which may be
payable to it by any party hereto that is an EEA 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 EEA Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii)       the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


10.19       Notice
of Commitment Termination. The Parent Borrower hereby gives notice that it wishes to terminate the commitments under the Existing
Credit Agreement effective as of the Closing Date and to prepay in full the loans outstanding thereunder on the Closing Date.
Each Lender that is a party to the Existing Credit Agreement, by its execution of this Agreement, waives any 


 




    70 


     

    

requirement
of prior notice set forth in the Existing Credit Agreement as a condition of the right of the Parent Borrower to terminate the
commitments or to prepay the loans thereunder.


 


SECTION
11.GUARANTEE


 


11.1       Guarantee.
The Parent Borrower hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely a surety, to the Administrative
Agent, for the ratable benefit of the Lenders and their respective successors, transferees and assigns, the prompt and complete
payment and performance by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise)
of the Foreign Borrower Obligations.


 


(a) Anything
herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Parent Borrower hereunder and
under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Parent Borrower under applicable
federal laws, state laws or the laws of any other jurisdiction relating to the insolvency of debtors.


 


(b) The guarantee
contained in this Section 11 shall remain in full force and effect until such time as the Foreign Borrower Obligations (other
than contingent indemnification obligations) shall have been paid in full, the Commitments have been terminated and no Letters
of Credit shall be outstanding, notwithstanding that from time to time during the term of this Agreement any Borrower may be free
from any obligations; provided that at such time as the Foreign Borrower Obligations (other than contingent indemnification
obligations) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding,
the guarantee and all obligations (other than those expressly stated to survive such termination) of the Parent Borrower under
this Section 11 shall terminate, all without delivery of any instrument or performance of any act by any Person.


 


(c) No payment
made by any Borrower or any other Person or received or collected by the Administrative Agent or any Lender from any Borrower
or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time
to time in reduction of or in payment of the Foreign Borrower Obligations shall be deemed to modify, reduce, release or otherwise
affect the liability of the Parent Borrower hereunder which shall, notwithstanding any such payment (other than any payment made
by the Parent Borrower in respect of the Foreign Borrower Obligations or any payment received or collected from the Parent Borrower
in respect of the Foreign Borrower Obligations), remain liable for the Foreign Borrower Obligations until such time as the Foreign
Borrower Obligations (other than contingent indemnification obligations) shall have been paid in full, the Commitments have been
terminated and no Letters of Credit shall be outstanding.


 


11.2       No
Subrogation. Notwithstanding any payment made by the Parent Borrower hereunder or any set-off or application of funds of the
Parent Borrower by the Administrative Agent or any Lender, the Parent Borrower shall not be entitled to be subrogated to any of
the rights of the Administrative Agent or any Lender against any Foreign Subsidiary Borrower or right of offset held by the Administrative
Agent or any Lender for the payment of the Foreign Borrower Obligations, nor shall the Parent Borrower seek or be entitled to
seek any contribution or reimbursement from any Foreign Subsidiary Borrower in respect of payments made by the Parent Borrower
hereunder, until, in each case, Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other
than contingent indemnification obligations) shall have been paid in full, the Commitments have been terminated and no Letters
of Credit shall be outstanding. If any amount shall be paid to the Parent Borrower on account of such subrogation rights at any
time when all of the Foreign Borrower Obligations (other than contingent indemnification obligations) shall not have been paid
in full, such amount shall be held by the Parent Borrower in trust for the Administrative Agent and the Lenders, segregated from
other funds of the Parent Borrower, and shall, forthwith upon receipt by the Parent Borrower, be turned over to


 




    71 


     

    

the
Administrative Agent in the exact form received by the Parent Borrower (duly indorsed by the Parent Borrower to the Administrative
Agent, if required), to be applied against the Foreign Borrower Obligations, whether matured or unmatured, in such order as the
Administrative Agent may determine.


 


11.3       Amendments,
etc. with Respect to the Foreign Borrower Obligations. The Parent Borrower shall remain obligated hereunder notwithstanding
that, without any reservation of rights against the Parent Borrower and without notice to or further assent by the Parent Borrower,
any demand for payment of any of the Foreign Borrower Obligations made by the Administrative Agent or any Lender may be rescinded
by the Administrative Agent or such Lender and any of the Foreign Borrower Obligations continued, and the Foreign Borrower Obligations,
or the liability of any other Person upon or for any part thereof, or guarantee therefor or right of offset with respect thereto,
may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered
or released by the Administrative Agent or any Lender, and this Agreement and the other Loan Documents and any other documents
executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the
Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any
guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Foreign Borrower
Obligations may be sold, exchanged, waived, surrendered or released.


 


11.4       Guarantee
Absolute and Unconditional. To the fullest extent permitted by law, the Parent Borrower waives any and all notice of the creation,
renewal, extension or accrual of any of the Foreign Borrower Obligations and notice of or proof of reliance by the Administrative
Agent or any Lender upon the guarantee contained in this Section 11 or acceptance of the guarantee contained in this Section 11;
the Foreign Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred,
or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 11; and all dealings between
the Foreign Subsidiary Borrowers, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall
be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 11. The Parent
Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Foreign
Subsidiary Borrower with respect to the Foreign Borrower Obligations. The Parent Borrower understands and agrees that to the fullest
extent permitted by law, the guarantee contained in this Section 11 shall be construed as a continuing, absolute and unconditional
guarantee of payment, and not merely of collection, without regard to (a) the validity or enforceability of this Agreement or
any other Loan Document, any of the Foreign Borrower Obligations or any other guarantee or right of offset with respect thereto
at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other
than a defense of payment or performance) which may at any time be available to or be asserted by any Foreign Subsidiary Borrower
or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without
notice to or knowledge of any Foreign Subsidiary Borrower or the Parent Borrower as guarantor hereunder) which constitutes, or
might be construed to constitute, an equitable or legal discharge of any Foreign Subsidiary Borrower for the Foreign Borrower
Obligations, or of the Parent Borrower under the guarantee contained in this Section 11, in bankruptcy or in any other instance.
When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Parent Borrower, the Administrative
Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies
as it may have against any other Person (including by way of any right of offset), and any failure by the Administrative Agent
or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any other Person
or to exercise any such right of offset, or any release of any other Person or failure to exercise any such right of offset, shall
not relieve the Parent Borrower of any obligation or liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Parent Borrower.
For


 




    72 


     

    

the
purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.


 


11.5       Reinstatement.
The guarantee contained in this Section 11 shall continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Foreign Borrower Obligations is rescinded or must otherwise be restored or returned
by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Foreign
Subsidiary Borrower, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, any Foreign Subsidiary Borrower or any substantial part of its property, or otherwise, all as though such payments
had not been made.


 


11.6       Payments.
The Parent Borrower hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim
in Dollars at the Funding Office.


 


11.7       Subsidiary
Guarantors. The Parent Borrower may at any time make any Domestic Subsidiary that is a Wholly Owned Subsidiary a Subsidiary
Guarantor upon satisfaction of the conditions specified in this Section 11.7, in which case such Subsidiary shall for all purposes
be a Subsidiary Guarantor hereunder. A Domestic Subsidiary that is a Wholly Owned Subsidiary shall become a Subsidiary Guarantor
upon delivery to the Administrative Agent of:


 


(a) a Subsidiary
Guarantee (or, if applicable, a joinder to an existing Subsidiary Guarantee in substantially the form attached to such Subsidiary
Guarantee), executed and delivered by such Domestic Subsidiary;


 


(b) a certificate
of such Domestic Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachments; and


 


(c) a customary
legal opinion of counsel to such Domestic Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent.


 




    73 


     

    

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


 





	 	ROPER TECHNOLOGIES, INC., as Parent Borrower
	 	 	 
	 	 	 
	 	By:	/s/ John K. Stipancich
	 	 	Name:  John K. Stipancich
	 	 	Title:    Vice President, General Counsel &
    Corporate Secretary







 






 




     


     

    








 


 











	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Antje Focke 
	 	 	Name:  Antje Focke
	 	 	Title:    Executive Director







 



 


 




     


     

    




 













	 	Bank
    of America, N.A., as a Lender
	 	 	 
	 	 	 
	 	By:	/s/
    Cameron Cardozo 
	 	 	Name:  Cameron Cardozo
	 	 	Title:    Senior Vice President






 





 




     


     

    





 















	 	Wells Fargo Bank,
    N.A., as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Kay Reedy 
	 	 	Name:  Kay Reedy
	 	 	Title:    Managing Director







 



 










     


     

    




 














	 	MIZUHO BANK, LTD., as a Lender
	 	 	 
	 	 	 
	 	By:	/s/
    Donna DeMagistris 
	 	 	Name:  Donna DeMagistris
	 	 	Title:    Authorized Signatory







 






    


     


    

 













	 	PNC Bank, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Charles
    J. Mintrone 
	 	 	Name:  Charles
    J. Mintrone
	 	 	Title:    Senior
    Vice President







 






    


     


    

 






 













	 	SUNTRUST BANK, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ David
    Ernst 
	 	 	Name:  David
    Ernst
	 	 	Title:    Vice President







 






    


     


    

 






 













	 	TD Bank, N.A., as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Mark Hogan 
	 	 	Name:  Mark Hogan
	 	 	Title:   Senior
    Vice President







 






    


     


    

 






 













	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Mustafa
    Khan 
	 	 	Name:  Mustafa
    Khan
	 	 	Title:    Director







 






    


     


    

 






 













	 	Branch Banking & Trust Company, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Sean Miller 
	 	 	Name:  Sean Miller
	 	 	Title:    Vice
    President







 






    


     


    

 






 













	 	Royal Bank of Canada, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Alexandre
    Charron 
	 	 	Name:  Alexandre Charron
	 	 	Title:    Vice
    President
	 	 	             National
    Client Group - Finance
	 	 	             RBC
    Royal Bank



 






 






    


     


    

 






 













	 	Regions Bank, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Lara White 
	 	 	Name:  Lara White
	 	 	Title:   Managing
    Director







 






    


     


    

 






 













	 	Comerica Bank, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Gerald
    R. Finney, Jr. 
	 	 	Name:  Gerald
    R. Finney, Jr.
	 	 	Title:    Vice President







 






    


     


    

 






 













	 	HSBC Bank USA N.A., as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Rafael
    De Paoli 
	 	 	Name:  Rafael
    De Paoli
	 	 	Title:    Senior Vice President







 






    


     


    

 






 













	 	Lloyds Bank plc, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Daven
Popat
	 	 	Name:  Daven Popat
	 	 	Title:    Senior
    Vice President
	 	 	             Transaction
    Execution
	 	 	             Category
    A
	 	 	             P003







 


 













	 	 	 
	 	 	 
	 	By:	/s/ Joel
    Siomko 
	 	 	Name:  Joel Siomko
	 	 	Title:    Assistant Vice
    President
	 	 	             Transaction
    Execution
	 	 	             Category
    A
	 	 	             S088



 













    


     


    

 






 













	 	U.S. BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Kara Van
    Duzee 
	 	 	Name:  Kara Van
    Duzee 
	 	 	Title:    Vice President







 






    


     


    

 






 













	 	UNICREDIT BANK AG, NEW YORK BRANCH, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Douglas
    Riahi 
	 	 	Name:  Douglas
    Riahi 
	 	 	Title:    Managing Director







 


 













	 	 	 
	 	 	 
	 	By:	/s/
    Peter Daugavietis
	 	 	Name:  Peter Daugavietis
	 	 	Title:    Associate Director














    


     


    

 
















	 	CITIZENS BANK OF PENNSYLVANIA, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Victor
    Notaro 
	 	 	Name:  Victor
    Notaro
	 	 	Title:    Senior Vice President







 






    


     


    

 































































	 	Seaside National Bank & Trust, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Todd A.
    Smith 
	 	 	Name:  Todd A.
    Smith
	 	 	Title:    Client
    Advisor







 






    


     


    








































































































Schedule
1.1A Commitments


 










	Lender	Revolving Commitment	L/C Commitment
	JPMorgan Chase Bank, N.A.	$250,000,000.00	$50,000,000.00
	Bank of America, N.A.	$250,000,000.00	$50,000,000.00
	Wells Fargo Bank, N.A.	$250,000,000.00	$50,000,000.00
	Mizuho Bank, LTD.	$200,000,000.00	 
	PNC Bank, N.A.	$200,000,000.00	 
	SunTrust Bank	$200,000,000.00	 
	TD Bank, N.A.	$200,000,000.00	 
	The Bank of Tokyo-Mitsubishi UFJ,LTD.	$200,000,000.00	 
	Branch Banking & Trust Company	$131,000,000.00	 
	Royal Bank of Canada	$131,000,000.00	 
	Regions Bank	$131,000,000.00	 
	Comerica Bank	$72,000,000.00	 
	HSBC Bank USA, N.A.	$72,000,000.00	 
	Lloyds Bank plc	$72,000,000.00	 
	U.S. Bank, N.A.	$49,000,000.00	 
	UniCredit Bank AG	$42,000,000.00	 
	Citizens Bank	$35,000,000.00	 
	Seaside National Bank & Trust	$15,000,000.00	 
	Total	$2,500,000,000.00	$150,000,000.00







  












    


     


    

Schedule
3.1


Outstanding
Letters of Credit


 


	 	 	 	 	 	 	Outstanding USD
	 	BOOKING PARTY NAME	PRODUCT TYPE	Expiry / Maturity Date	Beneficiary Name	Currency	Equivalent
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 16, 2016	GAT GESELLSCHAFT FUR AUTOMATIS	USD	114661.23
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	MAR 28, 2017	AUTOCHIM SYSTEMS	USD	53707
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	SEP 30, 2019	ING BANK N.V.	USD	33978.53
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 02, 2017	BANCO JP MORGAN S.A.	USD	106835.61
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 31, 2017	STATE BANK OF INDIA	USD	26003.18
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 31, 2017	AIRPORT COMMISSION	USD	3000000
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	NOV 01, 2017	GATEWAY MOSSWOD, INC.	USD	261400
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	APR 30, 2017	XL SPECIALTY INSURANCE COMPANY	USD	1140000
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 31, 2017	601 W. COMPANIES LLC AND, BRICKELL	USD	150000
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	APR 01, 2017	ZURICH AMERICAN INSURANCE COMPANY	USD	75000
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	APR 01, 2017	NATIONAL UNION FIRE INSURANCE	USD	3639897
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JUN 22, 2017	JPMORGAN CHASE BANK, N.A.	USD	78501
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JUN 09, 2017	SIEMENS AG	USD	79100
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	SEP 30, 2016	SIEMENS AG	USD	29159.8
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 20, 2019	HDFC BANK LTD.	USD	63973
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	SEP 30, 2017	ASKARIBANK LIMITED	USD	13228
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	SEP 30, 2017	JPMORGAN CHASE BANK, N.A.	USD	17500
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	MAY 31, 2018	HDFC BANK LTD	USD	13968.9
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	APR 15, 2017	STATE BANK OF INDIA	USD	5950.92
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	APR 30, 2017	STATE BANK OF INDIA	USD	8503.65
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	MAR 31, 2018	STATE BANK OF INDIA	USD	9283.7
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	MAY 10, 2017	JPMORGAN CHASE BANK, N.A.	USD	21152.81
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JUN 02, 2017	JPMORGAN CHASE BANK, N.A.	USD	12892.29
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JUN 06, 2017	JPMORGAN CHASE BANK, N.A.	USD	63631.34
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JUL 20, 2017	JPMORGAN CHASE BANK, N.A.	USD	62640.15
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	AUG 20, 2017	JPMORGAN CHASE BANK, N.A.	USD	105228.84
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 01, 2017	JPMORGAN CHASE BANK, N.A.	USD	32026.4
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 30, 2017	JPMORGAN CHASE BANK, N.A.	USD	112484.71
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	SEP 30, 2016	ATLAS COPCO ENERGAS GMBH	USD	327714.16
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	DEC 31, 2018	RELIANCE INDUSTRIES LIMITED,	USD	9200
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	SEP 30, 2016	THE DIRECTOR	USD	1635.44
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	APR 28, 2017	JPMORGAN CHASE BANK, N.A. RIYADH	USD	932900.09
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	MAY 30, 2017	JPMORGAN CHASE BANK, N.A.	USD	3716.02
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	FEB 07, 2019	RELIANCE INDUSTRIES LIMITED	USD	3871.52




    


     


    

	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	FEB 07, 2019	RELIANCE INDUSTRIES LIMITED	USD	3871.52
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	SEP 30, 2017	BANK OF CHINA LTD, GANSU BRANCH	USD	3928.1
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	AUG 31, 2018	HDFC BANK LTD	USD	5503.3
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	MAY 31, 2018	STATE BANK OF INDIA	USD	4536.35
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 31, 2018	STATE BANK OF INDIA	USD	15544
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	AUG 04, 2017	JPMORGAN CHASE BANK, N.A.	USD	25856.9
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	AUG 29, 2017	JPMORGAN CHASE BANK, N.A.	USD	50403.4
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	SEP 29, 2017	JPMORGAN CHASE BANK, N.A.	USD	24955.43
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	NOV 03, 2017	JPMORGAN CHASE BANK, N.A.	USD	50419.84
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	NOV 03, 2017	JPMORGAN CHASE BANK, N.A.	USD	9446.11
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	DEC 01, 2017	JPMORGAN CHASE BANK, N.A.	USD	57978.54
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 26, 2017	JPMORGAN CHASE BANK, N.A.	USD	51894.27
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 30, 2017	JPMORGAN CHASE BANK, N.A.	USD	12272.22
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	NOV 05, 2017	JPMORGAN CHASE BANK, N.A.	USD	30315.15
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 20, 2017	SANTOS PRODIGY CONTROL SYSTEM	USD	54458.59
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 30, 2018	JPMORGAN CHASE BANK, N.A.	USD	7333
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 30, 2018	JPMORGAN CHASE BANK, N.A.	USD	17528
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	FEB 28, 2018	JPMORGAN CHASE BANK, N.A.	USD	8120
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	FEB 28, 2019	STATE BANK OF INDIA	USD	2406
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JUN 30, 2018	STATE BANK OF INDIA	USD	73743
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	NOV 28, 2017	JPMORGAN CHASE BANK, N.A.	USD	24503.02
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 07, 2018	JPMORGAN CHASE BANK, N.A.	USD	34836.32
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 30, 2017	JPMORGAN CHASE BANK, N.A.	USD	33709.57
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	AUG 01, 2017	JPMORGAN CHASE BANK, N.A.	USD	37250
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JUL 03, 2017	JPMORGAN CHASE BANK, N.A.	USD	33925
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 01, 2018	JPMORGAN CHASE BANK, N.A.	USD	14750
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 31, 2018	JPMORGAN CHASE BANK, N.A.	USD	51149.02
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JUL 30, 2018	NATIONAL BANK OF KUWAIT	USD	370648.54
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 15, 2018	QATAR NATIONAL BANK	USD	113464.93
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	SEP 30, 2017	DEUTSCHE BANK GROUP	USD	101276
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	NOV 30, 2017	RELIANCE INDUSTRIES LIMITED	USD	26776.41
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	NOV 30, 2017	RELIANCE INDUSTRIES LIMITED	USD	3178
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 30, 2016	J.P.MORGAN AG	USD	236850.57
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 31, 2017	JPM CHASE BANK (CHINA)	USD	17100
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	SEP 25, 2017	JPMORGAN CHASE BANK, N.A.	USD	163282.08
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	SEP 28, 2018	ATLAS COPCO	USD	9667.4
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 09, 2018	MHI COMPRESSOR INTERNATIONAL	USD	57500
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	APR 30, 2017	DEUTSCHE BANK AG	USD	68969.2
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 30, 2017	COMMERCIAL INTERNATIONAL BANK	USD	115362.6
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	FEB 03, 2017	ISI SOLUTIONS INC.	USD	108611.1




    


     


    

	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JUN 25, 2017	ISI SOLUTIONS INC.	USD	108611.1
	 	ROPER TECHNOLOGIES INC	STANDBY LC	JUL 25, 2017	BANCO DE CREDITO DE BOLIVIA S.A.	USD	143757.3
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	MAR 28, 2017	JORDAN KUWAIT BANK	USD	5290
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 30, 2017	JPMORGAN CHASE BANK, N.A.	USD	6830.64
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 30, 2016	J.P. MORGAN AG	USD	355275.85
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	DEC 30, 2016	UREA CASALE SA	USD	8355.38
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	MAR 31, 2017	JPMORGAN CHASE BANK, N.A.	USD	4327.49
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 31, 2017	JPMORGAN CHASE BANK, N.A.	USD	4003.4
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	SEP 15, 2016	JPMORGAN CHASE BANK, N.A.	USD	13718.9
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	DEC 01, 2022	JPMORGAN CHASE BANK, N.A.	USD	4574765.62
	 	ROPER TECHNOLOGIES INC	STANDBY LC	DEC 15, 2016	JPMORGAN CHASE BANK, N.A.	USD	45436.09
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	DEC 12, 2022	JPMORGAN CHASE BANK, N.A.	USD	7806088.15
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	FEB 10, 2017	DEUTSCHE BANK AG	USD	36687
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	FEB 08, 2017	DEUTSCHE BANK AG	USD	45791
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	APR 15, 2019	BANCO DE SABADELL	USD	39660.18
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 29, 2018	DEUTSCHE BANK AG	USD	99860.3
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	SEP 21, 2016	JPMORGAN CHASE BANK, N.A.	USD	96495.13
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	FEB 28, 2017	STATE BANK OF INDIA	USD	27453.11
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 18, 2017	JPMORGAN CHASE BANK, N.A.	USD	352616.48
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JUL 01, 2020	SOCIETE GENERALE	USD	54365.64
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	DEC 01, 2016	JPMORGAN CHASE BANK, N.A.	USD	34733.42
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	DEC 05, 2016	JPMORGAN CHASE BANK, N.A.	USD	13939.32
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JUN 15, 2017	NATIONAL BANK OF ABU DHABI	USD	28000
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	FEB 28, 2017	DEUTSCHE BANK AG	USD	126391.91
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 18, 2016	JPMORGAN CHASE BANK, N.A.	USD	11973.69
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 23, 2016	BANK LEUMI LE ISRAEL BM	USD	942075
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	AUG 30, 2019	JPMORGAN CHASE BANK, N.A.	USD	5351
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 26, 2016	BANK MUSCAT SAOG	USD	2652.95
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	MAY 24, 2018	JPMORGAN CHASE BANK, N.A.	USD	15780
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	APR 30, 2017	DEUTSCHE BANK AG	USD	189587.88
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	NOV 01, 2017	STANDARD CHARTERED BANK	USD	45000
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 03, 2016	JPMORGAN CHASE BANK, N.A.	USD	8782.2
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	APR 05, 2018	JPMORGAN CHASE BANK, N.A.	USD	6499.99
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 16, 2017	JPMORGAN CHASE BANK, N.A.	USD	12005.5
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 04, 2017	DEUTSCHE BANK AG	USD	99177.3
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	APR 30, 2020	UNICREDIT SPA	USD	53000
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	APR 18, 2017	JPMORGAN CHASE BANK, N.A.	USD	65272.72
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 14, 2018	RELIANCE INDUSTRIES LIMITED	USD	75100
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	APR 30, 2017	JPMORGAN CHASE BANK, N.A.	USD	2989.1
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	MAY 15, 2017	JPMORGAN CHASE BANK, N.A.	USD	67507.22




    


     


    

	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	APR 30, 2017	JPMORGAN CHASE BANK, N.A.	USD	 	4007.2
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	SEP 30, 2017	JPMORGAN CHASE BANK, N..A.	USD	 	13985.39
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	APR 23, 2017	JPMORGAN CHASE BANK, N.A.	USD	 	24328.8
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 14, 2018	RELIANCE INDUSTRIES LIMITED	USD	 	95954.27
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 14, 2018	RELIANCE INDUSTRIES LIMITED	USD	 	33400.5
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 14, 2018	RELIANCE INDUSTRIES LIMITED	USD	 	34499.6
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	FEB 24, 2017	BANCO DE GALICIA Y BUENOS AIRES	USD	 	2349
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	SEP 03, 2018	JPMORGAN CHASE BANK, N.A.	USD	 	31094.2
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	NOV 30, 2016	JPMORGAN CHASE BANK, N.A.	USD	 	2900
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JUL 30, 2017	NATIONAL BANK OF KUWAIT, SAK	USD	 	471529.47
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JUL 27, 2017	JPMORGAN CHASE BANK, N.A.	USD	 	399252.3
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	MAR 05, 2017	NATIXIS	USD	 	2225.7
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	NOV 30, 2016	JPMORGAN CHASE BANK (CHINA) CO LTD	USD	 	4945
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	MAY 30, 2017	JPMORGAN CHASE BANK (CHINA)	USD	 	5691.4
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JUL 30, 2017	JPMORGAN CHASE BANK (CHINA) COMPANY	USD	 	4942.5
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 30, 2017	BANCO POPULAR ESPANOL	USD	 	2881.17
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	APR 30, 2017	CREDITO ITALIANO SPA	USD	 	15596.7
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 31, 2017	JPMORGAN CHASE BANK (CHINA)	USD	 	4358
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	MAY 30, 2017	JPMORGAN CHASE BANK, N.A.	USD	 	880172.2
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	OCT 12, 2017	EMIRATES BANK INTERNATIONAL	USD	 	5090239.8
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JAN 15, 2017	JPMORGAN CHASE BANK, N.A.	USD	 	43352.6
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	JUL 12, 2017	ORLANDO-ORANGE COUNTY	USD	 	1000000
	 	ROPER TECHNOLOGIES, INC.	STANDBY LC	MAY 15, 2017	RIYAD BANK LTD.	USD	 	51168.96
	 	 	 	 	$	36,597,151.49




    


     


    

Schedule
4.4 Consents, Authorizations, Filings and Notices


 


None.


 




    


     


    

 Schedule
4.6 Litigation


 


None.


 




    


     


    

Schedule 4.14
Subsidiaries*


 


Unless otherwise noted all entities are 100% owned
(either directly or indirectly) by Roper Technologies, Inc.


 







	Name of Subsidiary 	Jurisdiction of 

Incorporation/Organization
	3089554 Nova Scotia ULC	Canada
	AC Analytical Controls B.V.	Netherlands
	AC Analytical Controls Holding B.V.	Netherlands
	AC Analytical Controls Services B.V.	Netherlands
	Acton Research Corporation	Delaware
	Aderant Canada Company	Canada
	Aderant Case Management, LLC	Delaware
	Aderant CM, LLC	Delaware
	Aderant CompuLaw, LLC	Delaware
	Aderant CRM, LLC	Delaware
	Aderant DoD, LLC	Delaware
	Aderant Enterprise Holdings, Inc.	Delaware
	Aderant Enterprise Holdings (AUS) Pty. Ltd.	Australia
	Aderant FM, LLC	Delaware
	Aderant Holdings, Inc.	Delaware
	Aderant Imaging, LLC	Delaware
	Aderant International Holdings, Inc.	Delaware
	Aderant Legal Holdings, Inc.	Delaware
	Aderant Legal Holdings (AUS) Pty Ltd	Australia
	Aderant Legal Holdings (NZ) ULC	New Zealand
	Aderant Legal (UK) Limited	United Kingdom
	Aderant North America, Inc.	Florida
	Aderant Parent Holdings, Inc.	Delaware
	Aderant RainMaker, LLC	Delaware
	Aderant Redwood, LLC	Delaware
	Advanced Sensors Limited	United Kingdom
	Alpha Holdings of Delaware I LLC	Delaware
	Alpha Holdings of Delaware II LLC	Delaware
	Alpha Technologies B.V.	Netherlands
	Alpha Technologies GmbH	Germany
	Alpha Technologies Japan LLC	Delaware
	Alpha Technologies Services LLC	Delaware
	Alpha Technologies U.K.	United Kingdom
	Alpha Technologies, s.r.o.	Czech Republic
	Alpha UK Holdings LLC	Delaware
	Amot Controls Corporation	Delaware
	Amot Controls GmbH	Germany
	Amot/Metrix Investment Company, Inc.	Delaware
	Amphire Solutions, Inc.	Delaware
	Amtech Systems (Hong Kong) Limited (85% owned)	Hong Kong
	Amtech Systems, LLC	Delaware
	Amtech World Corporation	Delaware
	Ascension Technology Corporation	Delaware
	Atlantic Health Partners, Inc.	Delaware
	Atlas Database Software Corp.	California
	Atlas Healthcare Software India Private Limited	India
	Cambridge Viscosity, Inc.	Delaware
	CBORD Holdings Corp.	Delaware
	Civco Holding, Inc.	Delaware
	Civco Medical Instruments Co., Inc.	Iowa
	CIVCO Medical Solutions B.V.	Netherlands







 




    


     


    

	Clinisys Group Limited	United Kingdom
	Clinisys Scotland Limited	United Kingdom
	Clinisys Solutions Limited	United Kingdom
	Compressor Controls (Beijing) Corporation Ltd.	China
	Compressor Controls Corporation	Iowa
	Compressor Controls Corporation B.V.	Netherlands
	Compressor Controls Corporation Middle East	Delaware
	Compressor Controls Corporation S.r.l.	Italy
	Compressor Controls Mauritius Ltd.	Mauritius
	Compressor Controls Pty Ltd.	Australia
	Cornell Pump Company	Delaware
	Cornell Pump Europe GmbH	Germany
	DAP Technologies Corp.	Delaware
	DAP Technologies Limited	United Kingdom
	DAP Technologies LTD	Canada
	DAT Solutions, LLC	Delaware
	Data Innovations LLC	Delaware
	Data Innovations Cooperatief U.A.	Netherlands
	Data Innovations Europe S.A.	Belgium
	Data Innovations Latin America Ltda	Brazil
	Dawning Technologies, LLC	Delaware
	DCMH Group Holdings, Inc.	Delaware
	DCMH Group Holdings, LLC	Delaware
	DCMH Holdings, Inc.	Delaware
	DI Acquisition Subsidiary, Inc.	Delaware
	DI Dutch Holdings LLC	Delaware
	DI Hong Kong Limited	Hong Kong
	Dynamic Instruments, Inc.	California
	Dynisco Enterprises GmbH	Germany
	Dynisco Enterprises, LLC	Delaware
	Dynisco Europe GmbH	Germany
	Dynisco Holding GmbH	Germany
	Dynisco Hong Kong Holdings, Limited	Hong Kong
	Dynisco Instruments LLC	Delaware
	Dynisco Instruments S.a.r.l.	France
	Dynisco LLC	Delaware
	Dynisco Parent, Inc.	Delaware
	Dynisco S.r.l.	Italy
	Dynisco Shanghai Sensor and Instrument Co., Ltd.	China
	Dynisco –Viatran (M) Sdn Bhd	Malaysia
	Dynisco Viatran LLC	Delaware
	Dynisco-Viatran Instrument Sdn Bhd	Malaysia
	Fluid Metering, Inc.	Delaware
	FMS Purchasing & Services, Inc.	Florida
	Foodlink Holdings, Inc.	California
	Foodlink IT India Private Limited	India
	Fresco Automation & IT Consultancy	Belgium
	Fresco Consult France SAS	France
	FTI Flow Technology, Inc.	Delaware
	Gatan GmbH	Germany
	Gatan Inc.	Pennsylvania
	Gatan Service Corporation	Pennsylvania
	Getloaded Corporation	Delaware
	Guangzhou MEDTEC Medical Device Co., Ltd	China
	Hansco Automatisering B.V.	Netherlands
	Hansen Technologies Corporation	Illinios
	Hansen Technologies Europe GmbH	Germany




    


     


    

	Harbour Holding Corp.	Delaware
	Hardy Process Solutions	California
	Horizon Software International, LLC	Georgia
	Imagerlabs (19.9% owned)	California
	Innovative Product Achievements, LLC	Delaware
	Inovonics Corporation	Colorado
	Instill Corporation	Delaware
	Integrated Designs, L.P.	Delaware
	Intellitrans Canada Ltd.	Canada
	IntelliTrans Limited	United Kingdom
	Intellitrans Sweden AB	Sweden
	Intellitrans, LLC	Delaware
	IPA Acquisition Subsidiary, Inc.	Delaware
	ISL Finance SAS	France
	ISL Holding, SAS	France
	ISL Scientifique de Laboratorie - ISL, S.A.S.	France
	IT Canada Holdings, LLC	Delaware
	iTradenetwork Limited	United Kingdom
	iTradeNetwork, Inc.	Delaware
	K/S Roper Finance	Denmark
	K/S Roper Holding	Denmark
	K/S Roper Investments	Denmark
	Link Logistics Holding LLC	Delaware
	Logitech Limited	United Kingdom
	Lumenera Corporation	Canada
	Managed Health Care Associates, Inc.	Delaware
	Marumoto Struers K.K.	Japan
	Med Group I, Inc.	Delaware
	MED Group Parent, Inc.	Delaware
	Med Holdings, LLC	Delaware
	Med Operating, LLC	Delaware
	Media Cybernetics, Inc.	Delaware
	Medical Equipment Distributors II, L.P.	Texas
	Medical Equipment Distributors, Inc.	Delaware
	Medical Information Professional Systems GmbH	Germany
	Medical Information Professional Systems NV	Belgium
	MEDTEC, Inc.	Iowa
	Metrix Instrument Co., L.P.	Delaware
	MHA Long Term Care Network, Inc.	Delaware
	MIPS Austria GesmbH	Austria
	MIPS CZ s.r.o	Czech Republic
	MIPS Deutschland GmbH & Co. KG	Germany
	MIPS Deutschland Holding GmbH	Germany
	MIPS France Sarl	France
	MIPS Schweiz AG	Switzerland
	MIPS Software Iberica SL	Spain
	MPR Readers Inc.	Delaware
	Navigator Group Purchasing, Inc.	Tennessee
	NDI Europe GmbH	Germany
	Neptune Technology Group (Canada) Limited	Canada
	Neptune Technology Group Inc.	Delaware
	Neptune Technology Group Mexico S.de R.L. de C.V.	Mexico
	Neptune Technology Group Mexico Services S. de R.L. de C.V.	Mexico
	Neptune Technology Group Services Inc.	Delaware
	Nippon Roper K.K.	Japan
	Northern Digital Inc.	Canada
	Novient, Inc.	Georgia




    


     


    

	Off-Campus Advantage, LLC	Delaware
	Omega Legal Systems, Inc.	Arizona
	On Center Holdings, Inc.	Delaware
	On Center Intermediate Holdings, Inc.	Delaware
	On Center Software, Inc.	Texas
	PAC Denmark ApS	Netherlands
	PAC GmbH	Germany
	PAC Instruments Asia PTE. Ltd.	Singapore
	PAC (Shanghai) Co. Ltd.	China
	PB Bidco Limited	United Kingdom
	PB Holdco Limited	United Kingdom
	PB Midco Limited	United Kingdom
	PB Topco Limited	United Kingdom
	Petroleum Analyzer Company L.P.	Delaware
	PGP UK Limited	Scotland
	QSC 1208 Limited	United Kingdom
	QSC 1209 Limited	United Kingdom
	Quantitative Imaging Corporation	Canada
	Rebate Tracking Group, LLC	Florida
	Redlake MASD, LLC	Delaware
	RF IDeas, Inc.	Delaware
	RI Marketing India Private Limited	India
	RIL Holding Limited	United Kingdom
	RMT, Inc.	Arizona
	Roda Deaco Valve Inc.	Canada
	Roper Brasil Comercio E Promocao De Productos E Servicos LTDA	Brazil
	Roper Canada Finance LP	Canada
	Roper Canada Holdings, Inc.	Canada
	Roper Canada Holdings LP	Canada
	Roper Canada Partners, Inc.	Canada
	Roper Capital Deutschland GmbH	Germany
	Roper Canada UK Limited	United Kingdom
	Roper Denmark UK Limited	United Kingdom
	Roper DK Sub Sarl	Luxembourg
	Roper Engineering s.r.o.	Czech Republic
	Roper Europe GmbH	Germany
	Roper Finance Sarl & Co. KG	Germany
	Roper Finance Scot LP	Scotland
	Roper Germany GmbH	Germany
	Roper Germany GmbH & Co. KG	Germany
	Roper Germany UK Limited	United Kingdom
	Roper GM Denmark Holdings ApS	Denmark
	Roper Holdings Limited	United Kingdom
	Roper Holdings, Inc.	Delaware
	Roper Industrial Holdings LLC	Delaware
	Roper Industrial Products Investment Company	Iowa
	Roper Industries, Inc.	Delaware
	Roper Industries Denmark ApS	Denmark
	Roper Industries Deutschland GmbH	Germany
	Roper Industries L.P.	Canada
	Roper Industries Limited	United Kingdom
	Roper Industries Manufacturing (Shanghai) Co., Ltd.	China
	Roper Industries Mauritius Ltd.	Mauritius
	Roper Industries UK Limited	United Kingdom
	Roper International Holding, Inc.	Delaware
	Roper LLC	Russian Federation
	Roper Lux Sub S.a.r.l	Luxembourg



 






    


     


    







	Roper Luxembourg Finance S.a.r.l.	Luxembourg
	Roper Luxembourg Holdings S.a.r.l.	Luxembourg
	Roper Luxembourg S.a.r.l.	Luxembourg
	Roper Luxembourg UK Holdings S.a.r.l.	Luxembourg
	Roper Marketing India .Private Limited	India
	Roper Middle East Ltd.	Dubai (FZE)
	Roper Pump Company	Delaware
	Roper Scientific B.V.	Netherlands
	Roper Scientific GmbH	Germany
	Roper Scientific SAS	France
	Roper Scientific, Inc.	Delaware
	Roper Scot LP	United Kingdom
	Roper Southeast Asia LLC	Delaware
	Roper UK Investments Limited	United Kingdom
	Roper UK, Ltd.	United Kingdom
	Roper-Mex, L.P.	Delaware
	Ropintassco 1, LLC	Delaware
	Ropintassco 2, LLC	Delaware
	Ropintassco 3, LLC	Delaware
	Ropintassco 4, LLC	Delaware
	Ropintassco 5, LLC	Delaware
	Ropintassco 6, LLC	Delaware
	Ropintassco 7, LLC	Delaware
	Ropintassco Holdings, L.P.	Delaware
	RT Merger Sub, Inc.	Delaware
	Shanghai Roper Industries Trading Co., Ltd.	China
	SHP Group Holdings, Inc.	Delaware
	Sinmed Holding International B.V.	Netherlands
	Societe de Distribution de Logiciels Medicaux	France
	SoftWriters, Inc.	Delaware
	SoftWriters Holdings, Inc.	Delaware
	Star Purchasing Services, LLC	Wisconsin
	Strata Acquisition Subsidiary, Inc.	Delaware
	Strata Decision Technology Holdings LLC	Delaware
	Strata Decision Technology LLC	Illinios
	Strata Parallel II Inc.	Delaware
	Strategic Healthcare Programs Blocker LLC	Delaware
	Strategic Healthcare Programs Blocker 2, Inc.	Delaware
	Strategic Healthcare Programs, L.L.C.	Delaware
	Strategic Healthcare Programs Holdings, LLC	Delaware
	Struers (Shanghai) International Trading Ltd.	China
	Struers A/S	Denmark
	Struers GmbH	Germany
	Struers Inc.	Delaware
	Struers Limited	United Kingdom
	Struers Limited	Canada
	Struers SAS	France
	Student Advantage, LLC	Delaware
	Sunquest Europe Limited	United Kingdom
	Sunquest Holdings, Inc.	Delaware
	Sunquest Information Systems (Europe) Limited	United Kingdom
	Sunquest Information Systems (India) Private Limited	India
	Sunquest Information Systems (International) Limited	United Kingdom
	Sunquest Information Systems Canada, Inc.	Canada
	Sunquest Information Systems, Inc.	Pennsylvania
	Taupo Holdings, Inc.	Delaware
	Technolog Group Limited	United Kingdom












    


     


    

	Technolog Holdings Ltd.	United Kingdom
	Technolog Limited	United Kingdom
	Technolog SARL	France
	The CBORD Group, Inc.	Delaware
	The Tidewater Healthcare Shared Services Group, Inc.	Pennsylvania
	TLP Holdings, LLC	Delaware
	Transcore Atlantic, Inc.	Delaware
	Transcore CNUS, Inc.	Delaware
	Transcore Holdings, Inc.	Delaware
	Transcore ITS, LLC	Delaware
	Transcore Link Logistics Corporation	Canada
	Transcore Nova Scotia Corporation	Canada
	Transcore Partners, LLC	Delaware
	Transcore Quebec Corporation Inc.	Canada
	TransCore Transportation Solutions India Private Limited	India
	TransCore Transportation Systems Mauritius Private Limited	Mauritius
	Transcore, LP	Delaware
	Trinity Integrated Systems Limited	United Kingdom
	UHF Purchasing Services, LLC	Delaware
	United Controls Group, Inc.	Ohio
	Uson L.P.	Delaware
	Uson Limited	United Kingdom
	Utilitec Limited	United Kingdom
	Utilitec Services Limited	United Kingdom
	Utility Data Services Limited	United Kingdom
	Verathon Holdings (Delaware) Inc.	Delaware
	Verathon Inc.	Washington
	Verathon Medical (Australia) Pty Limited	Australia
	Verathon Medical (Canada) ULC	Canada
	Verathon Medical (Europe) B.V.	Netherlands
	Verathon Medical (France) SARL	France
	Verathon Medical (Hong Kong) Limited	Hong Kong
	Verathon Medical (Japan) K.K.	Japan
	Verathon Medical (UK) Ltd.	United Kingdom
	Verathon Medical Inc.	Washington
	Viastar Services, LP	Texas
	Viatran Corporation	New York
	Walter Herzog GmbH	Germany
	Zetec (Shanghai) Co., Ltd.	China
	Zetec France	France
	Zetec Korea, Inc.	Delaware
	Zetec Rental LLC	Delaware
	Zetec Services, Inc.	Delaware
	Zetec, Inc.	Washington




    


     


    

Schedule
4.16 Environmental Matters


 


None.


 




    


     


    

Schedule
7.2(d)


 


Existing
Indebtedness


 


	Indebtedness outstanding on the date hereof under the following facilities:	 	Outstanding indebteness	 	 	 
	 	Local currency	 	September 13, 2016 rate USD Equivalent	 
	 	 	 	 	 
	Nippon Roper KK discounted promissory notes facility at Mizuho Bank Ltd.	¥	2,675,404	JPY	102.2	$	26,178.12	 
	PAC Shanghai Co. Ltd - Borrowing Facility at Bank of Tokyo Mitsubishi	¥	2,667,816	 RMB	6.67995	$	399,376.68	 
	 	 	 	 	 	$	425,554.80	 
	Capitalized ease Obligation - TransCore vehicle fleet	$	3,036,791	USD	1	$	3,036,790.61	 




    


     


    

Schedule
7.3(f) Existing Liens


 


Liens
securing Indebtedness set forth on Schedule 7.2(d).

    


     


    






EXHIBIT
A


 


FORM
OF

COMPLIANCE CERTIFICATE


 


This
Compliance Certificate is delivered pursuant to Section 6.2(b) of the Credit Agreement, dated as of [______], 2016 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among ROPER TECHNOLOGIES, INC.
(the “Parent Borrower”), the Foreign Subsidiary Borrowers (together with the Parent Borrower, the “Borrowers”),
the Lenders party thereto, the Documentation Agents and Syndication Agents named therein and JPMORGAN CHASE BANK, N.A., as administrative
agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


1.     
I am the duly elected, qualified and acting [Responsible Officer] of the Parent Borrower.


 


2.     
I have reviewed and am familiar with the contents of this Certificate.


 


3.     
I have reviewed the terms of the Credit Agreement and, to the extent applicable, the Loan Documents and have made or caused to
be made under my supervision, a review in reasonable detail of the transactions and condition of the Parent Borrower during the
accounting period covered by the financial statements attached hereto as Attachment 1 (the “Financial Statements”).
Such review did not disclose the existence during or at the end of the accounting period covered by the Financial Statements,
and I have no knowledge of the existence, as of the date of this Certificate, of any condition or event which constitutes a Default
or Event of Default[, except as set forth below]. 


 


4.     
The covenants set forth in Section 7.1 of the Credit Agreement as listed and calculated below are based on the financial statements
attached hereto as Attachment 1.


 






    


    


    

 


	(a)      Consolidated
    Total Leverage Ratio (Section 7.1(a))	 	 
	 	 	 
	The
                                    ratio of

         

        (i)       Consolidated
        Total Debt* as of such date

         
	 	$
                                       __________

         

        $
        __________

         

        $
        __________

        

	to

        (ii)    Consolidated
        EBITDA measured for four consecutive fiscal quarters ending on such date*

        
	 	$
    __________
	 	 	 
	Ratio
        (must not be greater than):

         

        Not
a Qualifying Material Acquisition Test Period

        Qualifying
        Material Acquisition Test Period

        
	☒ 

☐	  __________

         

        3.5
to 1.0

        4.0
        to 1.0

        

	 	 	 
	 (b)       Consolidated
                                    Interest Coverage Ratio (Section 7.1(b))

         

        The
        ratio of

         

        (i)       Consolidated
        EBITDA* measured for four consecutive fiscal quarters ending on such date

         
	 	$
    __________
	to

         

        (ii)      Consolidated
Interest Expense* measured for four consecutive fiscal quarters ending on such date
	 	$
    __________
	 	 	 
	Ratio
        (must not be less than):

         
	 	  __________

         

        3.0
to 1.0




 





 






		*	See
Attachment 2 for calculations.



 






    


    


    

 


IN
WITNESS WHEREOF, I have executed this Certificate this _____ day of ____, 20__.


 






 


	 		
	 	 	Name:
	 	 	Title:



 










    


    


    

 


Attachment
1

to Compliance Certificate


 


 


[Attach
Financial Statements]


 


 


 




    


    


    


 


Attachment
2

to Compliance Certificate


 


 


The
information described herein is as of ____________ __, ____, and pertains to the period from _____________ __, ____ to ________________
__, ____.


 


 


Covenant
Calculations


 


	1
                                                      Consolidated Total Debt: for the Group
                                         Members at any date,without duplication and determined on a consolidated basis in accordance with GAAP, shall
                                         be, in each case to the extent that such amounts appear (or are required to appear) on
                                         a consolidated balance sheet of the Parent Borrower prepared on a consolidated basis
                                         in accordance with GAAP:

         

        the
        sum of 1

         

        (a)           obligations
for borrowed money,
	 	$__________
	 	 	 
	(b)          obligations
    representing the deferred purchase price of property or services (other than accounts payable and other accrued obligations
    arising in the ordinary course of such Person’s business and other than earn-outs or other similar forms of contingent
    purchase prices),	 	$ __________
	 	 	 
	(c)          obligations,
    whether or not assumed, of others secured by Liens on property or assets now or hereafter owned or acquired by such Person
    (other than Liens permitted under Section 7.3(d) of the Credit Agreement),	 	$ __________
	 	 	 
	(d)          obligations
    which are evidenced by notes, acceptances, or other similar instruments,	 	$ __________
	 	 	 
	(e)          Capital Lease
    Obligations,	 	$ __________
	 	 	 
	(f)           obligations,
    contingent or otherwise, with respect to letters of credit or similar arrangements,	 	$ __________
	 	 	 
	(g)          Off-Balance
    Sheet Liabilities,	 	$ __________
	 	 	 
	(h)          Guarantee
    Obligations in respect of obligations of the kind referred to in clauses (a) through (g) above and	 	$ __________



 


 









		1	Consolidated
Total Debt shall exclude (i) obligations, contingent or otherwise, with respect to bids, trade, forward or futures contracts (other
than in respect of borrowed money), leases, statutory obligations, surety bonds, performance bonds and other obligations of a
like nature incurred in the ordinary course of business and appeals bonds and (ii) obligations, contingent or otherwise, with
respect to letters of credit or similar arrangements in support of obligations described in clause (i).



 











    


    


    

 


	(i)           obligations
    in respect of standby letters of credit backstopping other Indebtedness (excluding letters of credit backstopping 

performance
    obligations and performance bonds (and other obligations of a like nature)	 	$ __________
	 	 	 
	CONSOLIDATED
    TOTAL DEBT	 	$ __________
	2             Consolidated EBITDA:  for
    any period:	 	 
	 	 	 
	Consolidated
    Net Income for such period 	 	$ __________
	 	 	 
	plus
    the sum of (without duplication and to the extent reducing Consolidated Net Income for such period):	 	 
	 	 	 
	(a)          total income
    tax expense,	 	$ __________
	 	 	 
	(b)          interest
    expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges
    associated with Indebtedness (including Loans),	 	$ __________
	 	 	 
	(c)          depreciation
    and amortization expense,	 	$ __________
	 	 	 
	(d)          amortization
    of intangibles (including, but not limited to, goodwill) and organization costs,	 	$ __________
	 	 	 
	(e)          any non-cash
    write-down in the value of intangibles,	 	$ __________
	 	 	 
	(f)           any non-cash
    expenses in connection with Capital Stock compensation,	 	$ __________
	 	 	 
	(g)          any extraordinary
    non-cash expenses or losses,	 	$ __________
	 	 	 
	(h)          documented
    losses or expenses associated with asset sales outside of the ordinary course of business (not exceeding $100,000,000 

in the
    aggregate with respect to any such cash charges and expenses) and	 	$ __________
	 	 	 
	(i)           the effect
    of non-cash purchase accounting adjustments made in accordance with GAAP	 	$ __________
	 	 	 
	Plus
    the sum of (a) - (i)	 	$ __________
	 	 	 
	minus
                                    the sum of (without duplication and to the extent increasing Consolidated Net Income for
                                    such period)

         

        (a)           interest
income,
	 	

    

    $ __________
	 	 	 
	(b)          any extraordinary
    non-cash income or gains (including, whether or not otherwise includable as a separate item in the statement of 

such Consolidated
    Net Income for such period, gains on the sales of assets outside of the ordinary course of business), and	 	$ __________



 






    


    


    

 


	(c)          income tax
    credits (to the extent not netted from income tax expense), and	 	$ __________
	 	 	 
	(d)           the
    effect of non-cash purchase accounting adjustments made in accordance with GAAP.	 	$ __________
	 	 	 
	Minus
    the sum of (a) - (d)	 	$ __________
	 	 	 
	minus

         

        (a)           any
cash payments made during such period in respect of items described in clause (g) above subsequent to the fiscal quarter in which


the relevant non-cash expenses or losses reduced Consolidated Net Income, all as determined on a consolidated basis.
	 	$ __________
	 	 	 
	Minus
    item (a)	 	$ __________
	CONSOLIDATED
EBITDA
	 	$ __________
	 	 	 
	3             Consolidated
    Interest Expense:  for the period of four consecutive fiscal quarters ending on the last day of the fiscal quarter
    covered by the attached Financial Statements, total cash interest expense (including that attributable to Capital Lease Obligations)
    of the Group Members for such period with respect to all outstanding Indebtedness of the Group Members (including all commissions,
    discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net
    costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance
    with GAAP and are treated as interest expense in accordance with GAAP).	 	 
	 	 	 
	CONSOLIDATED
    INTEREST EXPENSE	 	$ __________



 



    


    


    


 


EXHIBIT
B


 


FORM
OF SECRETARY’S CERTIFICATE OF ROPER TECHNOLOGIES, INC.


 


This
Secretary’s Certificate is delivered pursuant to Section 5.1(e) of the Credit Agreement, dated as of [________], 2016 (the
“Credit Agreement”; terms defined therein being used herein as therein defined), among Roper Technologies,
Inc., a Delaware Corporation (the “Company”), the Foreign Subsidiary Borrowers, the Lenders party thereto,
the Documentation Agents and Syndication Agents named therein and JPMorgan Chase Bank, N.A., as administrative agent.


 


I,
[____], Secretary of the Company, DO HEREBY CERTIFY as follows:


 


1.       Attached
hereto as Exhibit A is a complete and correct copy of the Certificate of Incorporation of the Company, certified to be true, complete
and correct by the Secretary of State of the State of Delaware. No amendment or other document relating to or affecting the Certificate
of Incorporation of the Company has been authorized or become effective since the date of the last amendment, no amendment or
other document relating to or affecting the Certificate of Incorporation, as amended, has been filed in the office of the Secretary
of State of the State of Delaware since the date of the last amendment and no action has been taken by the Company, its shareholders,
directors or officers for the purpose of effecting any further amendment to or modification of such certificate of incorporation
or for the merger, liquidation or dissolution of the Company.


 


2.       Attached
hereto as Exhibit B is a true, complete and correct copy of the By-Laws of the Company as in full force and effect on the date
hereof.


 


3.       Attached
hereto as Exhibit C is a true, complete and correct copy of resolutions duly adopted by the Board of Directors of the Company
on [_______], acting by [unanimous consent]. All such resolutions are in full force and effect on the date hereof in the form
in which adopted and no other resolutions have been adopted by the Board of Directors of the Company or any committee thereof
relating to the Credit Agreement referred to below and the transactions referred to in such resolutions.


 


4.       Each
of the Credit Agreement, as executed by the Company, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative
Agent and the other Loan Documents (as defined in the Credit Agreement), is substantially in the form approved by the Board of
Directors of the Company pursuant to the resolutions described in the foregoing paragraph.


 






    


    


    

 


5.       The
following persons are duly qualified and acting officers of the Company, duly elected or appointed to the offices set forth opposite
their respective names, and each such person who, as an officer of the Company, signed (i) the Credit Agreement, (ii) any Notes
(as defined in the Credit Agreement) delivered on [______], 2016 and (iii) any other document delivered prior hereto or on the
date hereof in connection with the borrowings under the Credit Agreement, was duly elected or appointed, qualified and acting
as such officer at the respective times of such signing and delivery, and set forth below are the genuine signatures of such persons:


 


 





	Name	Office	Signature



 





 


 


 







    2


    


    


 


IN
WITNESS WHEREOF, I have executed this Certificate on this _________________.


 





	 	Roper Technologies, Inc.
	 	 
	 	By: 	
	 		Name:
	 	 	Title:     Secretary



 




    3


    


    

 


I,
[______] [Title] of Roper Technologies, Inc., hereby certify that [_____] is, as of the date hereof, the duly elected, qualified
and acting Secretary of Roper Technologies, Inc. and that the signature set forth above is his true and correct signature.


 


Dated:
________________, 2016


 



 


	 		
	 	 	Name:
	 	 	Title:



 


 


 


 


 


 




    4


    


    

 


FORM
OF CLOSING CERTIFICATE


 


SECRETARY’S
CERTIFICATE


 


The
undersigned, [______], the Secretary of [Company] (the “Company”), is delivering this certificate pursuant
to Section 5.1(e) of the Credit Agreement, dated as of [_________], 2016 (“the Credit Agreement”), by and among
Roper Technologies, Inc., a Delaware corporation, as Parent Borrower, the Foreign Subsidiary Borrowers as defined therein, the
Lenders from time to time parties thereto, [[●], as Documentation Agents, ]Wells Fargo Bank, N.A. and Bank of America, N.A.
as Syndication Agents, and JPMorgan Chase Bank, N.A. as Administrative Agent.


 


I
hereby certify, solely in my capacity as an officer of the Company and not in my individual capacity, that:2


 


(a)       Attached
hereto as Exhibit A is a complete and correct copy of the [Certificate of Incorporation] of the Company, certified to be true,
complete and correct by the [Secretary of State of the State of [__]]. No amendment or other document relating to or affecting
the [Certificate of Incorporation] of the Company has been authorized or become effective since the date of the last amendment,
no amendment or other document relating to or affecting the [Certificate of Incorporation], as amended, has been filed in the
office of the [Secretary of State of the State of [__]] since the date of the last amendment and no action has been taken by the
Company, its shareholders, directors or officers for the purpose of effecting any further amendment to or modification of such
certificate of incorporation or for the merger, liquidation or dissolution of the Company.


 


(b)       Attached
hereto as Exhibit B is a true, complete and correct copy of the [By-Laws] of the Company as in full force and effect on the date
hereof.


 


(c)       Attached
hereto as Exhibit C is a true, complete and correct copy of resolutions duly adopted by the [Board of Directors] of the Company
on [_______], acting by unanimous consent. All such resolutions are in full force and effect on the date hereof in the form in
which adopted and no other resolutions have been adopted by the [Board of Directors] of the Company or any committee thereof relating
to the Credit Agreement referred to below and the transactions referred to in such resolutions.


 


(d)       Each
of the [Credit Agreement][Subsidiary Guarantee Agreement dated as of [______], 2016 (the “Subsidiary Guarantee Agreement”)],
as executed by the Company, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and the other Loan
Documents (as defined in the Credit Agreement), is substantially in the form approved by the [Board of Directors] of the Company
pursuant to the resolutions described in the foregoing paragraph.


 


(e)       the
following persons are duly qualified and acting directors of the Company, duly elected or appointed to the offices set forth opposite
their respective names, and each such person who, as an officer of the Company, signed (i) the [Credit Agreement][Subsidiary Guarantee
Agreement] and (ii) any other document delivered prior hereto or on the date hereof in connection with the borrowings 


 





 






		2	Paragraphs
below to be modified as necessary to reflect the type of company and any differences based on its jurisdiction of organization.



 



    


    


    

 


under the
Credit Agreement, was duly elected or appointed, qualified and acting as such director at the respective times of such signing
and delivery, and set forth below are the genuine signatures of such persons:


 


 


	Name	Office	Signature




 


 


 


 


 







    2


    


    

 


IN
WITNESS WHEREOF, the Company has caused this certificate to be executed and delivered by their Secretary as of the [ ] day
of [ ], 20[ ].


 


	 	[Name
of the Company]
	 	 
	 	 
	 	By: 	
	 	 	Name:
	 	 	Title:



 


 


 


 


 






    3


    


    

  


I,
[_______], [Title] hereby certify that [______] is, as of the date hereof, the duly elected, qualified and acting Secretary of
[the Company] and that the signature set forth above is his true and correct signature.


 


Dated:
[__], 20[__]


 






 


	 		
	 	 	Name
	 	 	Title



 



 


 


 


 




    4


    


    

 


EXHIBIT
C


 


FORM
OF

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 between the Assignor named below (the “Assignor”) and the Assignee named below (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as
amended, 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 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 and guarantees 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.	Borrower(s):	Roper Technologies, Inc. and the Foreign Subsidiary
    Borrowers 
	 	 	 
	4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as administrative
    agent under the Credit Agreement
	 	 	 
	5.	Credit Agreement:	The Credit Agreement dated as of [_______],
    2016 among Roper Technologies, Inc., as the Parent Borrower, the Foreign Subsidiary Borrowers, the Lenders party thereto,
    the Documentation Agents and Syndication Agents named therein and JPMorgan Chase Bank, N.A., as Administrative Agent



 





 






		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
	 	$	$	%
	 	$	$	%
	 	$	$	%


 


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
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 Affiliates 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
terms set forth in this Assignment and Assumption are hereby agreed to:


 


	 	ASSIGNOR
	 	 
	 	 
	 	NAME OF ASSIGNOR
	 	 
	 	 
	 	By: 	 
	 	 	Title:




 


 


	 	ASSIGNEE
	 	 
	 	 
	 	NAME OF ASSIGNOR
	 	 
	 	 
	 	By: 	 
	 	 	Title:










 





 






		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,” “Incremental Term Loans”).



 


		3	Set
forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders.



 




    2


    


    

 


	[Consented
to and]4 Accepted:	 
	 	 
	JPMORGAN
                    CHASE BANK, N.A., as



	 
	Administrative Agent



	 
	 	 
	 	 
	By: 	 	 
	 	Title:	 





 





 





	[Consented to and]5	 
	 	 
	





[ROPER
TECHNOLOGIES, INC.]






	 
	 	 
	 	 
	By: 	 	 
	 	Title:	 



 





 


	[NAME OF ANY OTHER
RELEVANT PARTY]	 
	 	 
	 	 
	By: 	 	 
	 	Title:	 




  





 






		4	To
                                         be added only if the consent of the Administrative Agent is required by the terms of
                                         the Credit Agreement.



 


		5	To
                                         be added only if the consent of the Borrower and/or other parties (e.g. Issuing Lender)
                                         is required by the terms of the Credit Agreement.



 




    3


    


    

 


ANNEX
1


 


Credit
Agreement, dated as of [_______________________], 2016 (as amended, supplemented or otherwise modified from time to time (the
“Credit Agreement”), among Roper Technologies, Inc. (the “Parent Borrower”), the Foreign
Subsidiary Borrowers (together with the Parent Borrower, the “Borrowers”; each, a “Borrower”),
the Lenders party thereto, the Documentation Agents and Syndication Agents named therein and JPMorgan Chase Bank, N.A., as administrative
agent (in such capacity, the “Administrative Agent”)


 


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 Borrower, any of its Subsidiaries
or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower,
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 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 has received a copy of the Credit Agreement, together with copies of the
most recent financial statements delivered pursuant to Section 6.1 thereof, 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 or any other Lender and (v) if it is a Non-U.S. Lender, 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, 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.


 






    


    


    

 


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. Delivery of an executed counterpart of a signature page of this Assignment and Assumption
by email or telecopy 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
D-1


 


[FORM
OF] 


 


U.S.
TAX COMPLIANCE CERTIFICATE


(For
Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to the Credit Agreement, dated as of [_______], 2016 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among ROPER TECHNOLOGIES, INC. (the “Parent Borrower”),
the Foreign Subsidiary Borrowers (together with the Parent Borrower, the “Borrowers”; each, a “Borrower”),
the Lenders party thereto, the Documentation Agents and Syndication Agents named therein and JPMORGAN CHASE BANK, N.A., as administrative
agent (in such capacity, the “Administrative Agent”).


 


Pursuant
to the provisions of Section 2.18 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 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 the
Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to
the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The
undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form
W-8BEN or Form W-8BEN-E (or such successor form thereto required under applicable law as of the date hereof). By executing this
certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly
so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower 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
D-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 Credit Agreement, dated as of [_______], 2016 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among ROPER TECHNOLOGIES, INC. (the “Parent Borrower”),
the Foreign Subsidiary Borrowers (together with the Parent Borrower, the “Borrowers”; each, a “Borrower”),
the Lenders party thereto, the Documentation Agents and Syndication Agents named therein and JPMORGAN CHASE BANK, N.A., as administrative
agent (in such capacity, the “Administrative Agent”).


 


Pursuant
to the provisions of Section 2.18 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 the Borrower within the meaning of Section 871(h)(3)(B)
of the Code, and (iv) it is not a controlled foreign corporation related to the 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 Form
W-8BEN-E (or such successor form thereto required under applicable law as of the date hereof). 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 LENDER]	 
	 	 
		 
	By:	 	 
	 	Name:  	 
	 	Title:  	 


 


Date:
________ __, 20[ ]


 




    2


    


    

 


EXHIBIT
D-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 Credit Agreement, dated as of [_______], 2016 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among ROPER TECHNOLOGIES, INC. (the “Parent Borrower”),
the Foreign Subsidiary Borrowers (together with the Parent Borrower, the “Borrowers”; each, a “Borrower”),
the Lenders party thereto, the Documentation Agents and Syndication Agents named therein and JPMORGAN CHASE BANK, N.A., as administrative
agent (in such capacity, the “Administrative Agent”).


 


Pursuant
to the provisions of Section 2.18 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, (iii) with respect such participation, neither the undersigned nor any of its direct
or indirect partners/members is 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, (iv) none of its direct or indirect partners/members
is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct
or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C)
of the Code.


 


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 Form W-8BEN-E or (ii) an IRS
Form W-8IMY accompanied by an IRS Form W-8BEN or Form W-8BEN-E from each of such partner's/member's beneficial owners that is
claiming the portfolio interest exemption (or such successor form thereto required under applicable law as of the date hereof).
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 LENDER]	 
	 	 
	 	 
	By:	 	 
	 	Name:  	 
	 	Title:  	 





 


Date:
________ __, 20[ ]


 




    


    


    

 


EXHIBIT
D-4


 


[FORM
OF] 


 


U.S.
TAX COMPLIANCE CERTIFICATE


(For
Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to the Credit Agreement, dated as of [_______], 2016 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among ROPER TECHNOLOGIES, INC. (the “Parent Borrower”),
the Foreign Subsidiary Borrowers (together with the Parent Borrower, the “Borrowers”; each, a “Borrower”),
the Lenders party thereto, the Documentation Agents and Syndication Agents named therein and JPMORGAN CHASE BANK, N.A., as administrative
agent (in such capacity, the “Administrative Agent”).


 


Pursuant
to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the Loan(s) (as well as any 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 Note(s) evidencing such Loan(s)),
(iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned
nor any of its direct or indirect partners/members is 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, (iv) none of its direct or indirect
partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none
of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section
881(c)(3)(C) of the Code.


 


The
undersigned has furnished the Administrative Agent and the Borrower 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 Form W-8BEN-E or
(ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or Form W-8BEN-E from each of such partner's/member's beneficial owners
that is claiming the portfolio interest exemption (or such successor form thereto required under applicable law as of the date
hereof). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes,
the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all
times furnished the Borrower 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
E


 


FORM
OF NEW LENDER SUPPLEMENT


 


NEW
LENDER SUPPLEMENT (this “New Lender Supplement”), dated ______, 20__, to the Credit Agreement, dated as of
[______], 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Roper Technologies, Inc. (the “Parent Borrower”), the Foreign Subsidiary Borrowers (together with the
Parent Borrower, the “Borrowers”), the Lenders parties thereto, the Documentation Agents and Syndication Agents
named therein, 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 entity may become a party
to the Credit Agreement with the consent of the Parent Borrower and the Administrative Agent (which consent shall not be unreasonably
withheld) by executing and delivering to the Parent Borrower and the Administrative Agent a supplement to the Credit Agreement
in substantially the form of this New Lender Supplement; and


 


WHEREAS,
the undersigned now desires to become a party to the Credit Agreement;


 


NOW,
THEREFORE, the undersigned hereby agrees as follows:


 


1.
The undersigned agrees to be bound by the provisions of the Credit Agreement, and agrees that it shall, on the date this New Lender
Supplement is accepted by the Parent Borrower and the Administrative Agent, become a Lender for all purposes of the Credit Agreement
to the same extent as if originally a party thereto, with [Incremental Term Loans of $__________] [Revolving Commitment Increase
of $_______].


 


2.
The undersigned (a) represents and warrants that it is legally authorized to enter into this New Lender Supplement; (b) confirms
that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.1
thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to
enter into this New Lender Supplement; (c) agrees that it has made and will, independently and without reliance upon any 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 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 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 including, without limitation, Section
2.15(g) of the Credit Agreement.


 


3.
The address of the undersigned for notices for the purposes of the Credit Agreement is as follows:


 


4.
Terms defined in the Credit Agreement shall have their defined meanings when used herein.


 




    


    


    

 


IN
WITNESS WHEREOF, the undersigned has caused this New Lender Supplement to be executed and delivered by a duly authorized officer
on the date first above written.


 






	 	[INSERT NAME OF LENDER]
	 	 
	 	 
	 	By: 

	 	 	Name:
	 	 	Title:




 





 






	 Accepted this ____
day of	 
	______________,
20__.	 
	 	 
	 	 
	ROPER
TECHNOLOGIES, INC.



	 
	 	 
	 	 
	By: 	 	 
	 	Name:	 
	 	Title:	 




 



 


 


	 Accepted this ____
day of	 
	______________,
20__.	 
	 	 
	 	 
	JPMORGAN
                    CHASE BANK, N.A., 



	 
	as Administrative Agent



	 
	 	 
	 	 
	By: 	 	 
	 	Name:	 
	 	Title:	 




 




    


    


    

 


EXHIBIT
F


 


FORM
OF NOTICE OF CONVERSION/CONTINUATION


 


Pursuant
to the Credit Agreement, dated as of [_______], 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”; unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement), among ROPER TECHNOLOGIES, INC. (the “Parent Borrower”), the Foreign
Subsidiary Borrowers (together with the Parent Borrower, the “Borrowers”; each, a “Borrower”),
the Lenders party thereto, the Documentation Agents and Syndication Agents named therein and JPMORGAN CHASE BANK, N.A., as administrative
agent (in such capacity, the “Administrative Agent”), this represents the undersigned Borrower’s request
to convert or continue Loans as follows:


 


		1.	Date
of conversion/continuation:__________________, 20__



 


		2.	Amount
of Loans being converted/continued: $__________________



 


		3.	Type
of Loans being converted/continued:



 


		a.	Revolving
Loans



 


		b.	Incremental
Term Loans



 


		4.	Nature
of conversion/continuation:



 


		a.	Conversion
of ABR Loans to Eurocurrency Loans



 


		b.	Conversion
of Eurocurrency Loans to ABR Loans



         


		c.	Continuation
of Eurocurrency Loans as such



 


5.
    If Loans are being continued as or converted to Eurocurrency Loans, the duration of the new Interest Period that commences on
the conversion/continuation date: ________________ month(s)


 




    


    


    

 


DATED:__________
__, 20__


 


	 	[INSERT NAME OF BORROWER]
	 	 
	 	 
	 	By: 

	 	 	Name:
	 	 	Title:




 




    


    


    

 


EXHIBIT
G


 


FORM
OF JOINDER AGREEMENT


 


JOINDER
AGREEMENT, dated as of _____________ __, 20__ (this “Agreement”), among [NAME OF FOREIGN SUBSIDIARY BORROWER],
a ________________ (the “Subsidiary”), ROPER TECHNOLOGIES, INC., a Delaware corporation (the “Parent
Borrower”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”)
for the several banks and other financial institutions or entities (the “Lenders”) from time to time parties
to the Credit Agreement, dated as of [________], 2016 (as amended, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among the Parent Borrower, the Foreign Subsidiary Borrowers (as defined in the Credit
Agreement) from time to time parties thereto, the Lenders, the Administrative Agent and other agents party thereto.


 


The
parties hereto hereby agree as follows:


 


1.                 
Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


2.                 
Pursuant to Section 2.19 of the Credit Agreement, the Parent Borrower hereby designates the Subsidiary as a Foreign Subsidiary
Borrower under the Credit Agreement. 


 


3.                 
The Parent Borrower and the Subsidiary, jointly and severally, represent and warrant that the representations and warranties contained
in the Credit Agreement are true and correct in all material respects on and as of the date hereof to the extent such representations
and warranties relate to the Subsidiary or to this Agreement; provided that to the extent such representations and warranties
refer specifically to an earlier date, such representations and warranties are true and correct in all material respects as of
such earlier date. 


 


4.                 
The Parent Borrower agrees that the guarantee of the Parent Borrower contained in Section 11 of the Credit Agreement will apply
to the obligations of the Subsidiary as a Foreign Subsidiary Borrower.


 


5.                 
Upon execution of this Agreement by the Parent Borrower, the Subsidiary and the Administrative Agent, (i) the Subsidiary shall
be a party to the Credit Agreement and shall be a Foreign Subsidiary Borrower and a Borrower for all purposes thereof and (ii)
the Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement.


 


6.                 
This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.


 


7.                 
This Agreement may be executed in any number of counterparts (including by facsimile transmission), each of which shall be an
original, and all of which, when taken together, shall constitute one agreement.


 




    


    


    

 


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.


 






	 	[INSERT NAME OF SUBSIDIARY]
	 	 
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 


 





	 	ROPER
TECHNOLOGIES, INC.
	 	 
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 


 





	 	JPMORGAN
CHASE BANK, N.A., as Administrative Agent
	 	 
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




  






    2


    


    

 


EXHIBIT
H


 


 





 



 


 


 


SUBSIDIARY
GUARANTEE AGREEMENT


 


 


 


made
by


 


 


 


[NAME
OF SUBSIDIARY GUARANTOR]


 


 


 


in
favor of


 


 


 


JPMORGAN
CHASE BANK, N.A.,

as Administrative Agent


 


 


 


Dated
as of ______________________ ___, 20___


 


 


 


 









 


 


 


 


 






     


    


    

TABLE
OF CONTENTS


 




	SECTION
    1.   DEFINED TERMS	3
	1.1   Definitions	3
	1.2   Other
    Definitional Provisions	4
	SECTION
    2.   GUARANTEE	4
	2.1   Guarantee	4
	2.2   Right
    of Contribution	5
	2.3   No
    Subrogation	5
	2.4   Amendments,
    etc. with respect to the Primary Obligations	5
	2.5   Guarantee
    Absolute and Unconditional	6
	2.6   Reinstatement	7
	2.7   Payments	7
	2.8   Subordination	7
	SECTION
    3.   REPRESENTATIONS AND WARRANTIES	7
	3.1   Existence;
    Compliance with Law	7
	3.2   Power;
    Authorization; Enforceable Obligations	7
	3.3   No
    Legal Bar	8
	SECTION
    4.   MISCELLANEOUS	8
	4.1   Amendments
    in Writing	8
	4.2   Notices	8
	4.3   No
    Waiver by Course of Conduct; Cumulative Remedies	8
	4.4   Enforcement
    Expenses; Indemnification	8
	4.5   Successors
    and Assigns	9
	4.6   Set-Off	9
	4.7   Counterparts	9
	4.8   Severability	9
	4.9   Section
    Headings	9
	4.10 Integration	9
	4.11 GOVERNING
    LAW	9
	4.12 Submission
    To Jurisdiction; Waivers	9
	4.13 Acknowledgements	10
	4.14 Additional
    Subsidiary Guarantors	10
	4.15 Releases	10
	4.16 WAIVER
    OF JURY TRIAL	11


 


 


SCHEDULES


 


Schedule 1    Notice Addresses


 




     


    


    

SUBSIDIARY
GUARANTEE AGREEMENT


 


SUBSIDIARY
GUARANTEE AGREEMENT, dated as of ____________________, 20___, made by each of the signatories hereto (together with any other
entity that may become a party hereto as provided herein, the “Subsidiary Guarantors”), in favor of JPMORGAN
CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and
other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement,
dated as of September 23, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Roper Technologies, Inc. (the “Parent Borrower”), the Foreign Subsidiary Borrowers (as defined therein),
the Lenders, the Documentation Agents and Syndication Agents named therein and the Administrative Agent.


 


W I T
N E S S E T H:


 


WHEREAS, pursuant
to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject
to the conditions set forth therein;


 


WHEREAS, the
Borrowers are members of an affiliated group of companies that includes each Subsidiary Guarantor;


 


WHEREAS, the
proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrowers to make valuable
transfers to one or more of the Subsidiary Guarantors in connection with the operation of their respective businesses; and


 


WHEREAS, the
Borrowers and the Subsidiary Guarantors are engaged in related businesses, and each Subsidiary Guarantor will derive substantial
direct and indirect benefit from the making of the extensions of credit under the Credit Agreement.


 


NOW, THEREFORE,
in consideration of the premises and to induce the Lenders to make their respective extensions of credit to the Borrowers under
the Credit Agreement, each Subsidiary Guarantor hereby agrees as follows:


 


SECTION
1.DEFINED TERMS


 


1.1       Definitions
(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.


 


(b)       The
following terms shall have the following meanings:


 


“Agreement”:
this Subsidiary Guarantee Agreement, as the same may be amended, supplemented or otherwise modified from time to time.


 


“Guaranteed
Parties”: the collective reference to the Administrative Agent, the Lenders and any affiliate of any Lender to which
Primary Obligations or Guarantor Obligations, as applicable, are owed.


 


“Guarantor
Obligations”: with respect to any Guarantor, all obligations and liabilities of such Guarantor which may arise under
or in connection with this Agreement (including, without limitation, Section 2), whether on account of guarantee obligations,
reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements
of


 




     


    


    

counsel to the Administrative
Agent or to the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement).


 


“Guarantors”:
the collective reference to each Subsidiary Guarantor and the Parent Borrower; provided that each Guarantor shall be considered
a Guarantor only with respect to the Primary Obligations of any other Loan Party.


 


“Obligations”:
with respect to any Loan Party, the collective reference to its Primary Obligations and Guarantor Obligations.


 


“Primary
Obligations”: with respect to any Loan Party, the collective reference to the unpaid principal of and interest on the
Loans and Reimbursement Obligations and all other obligations and liabilities of such Loan Party (including, without limitation,
interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and Reimbursement
Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition
in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Loan Party, whether
or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender,
whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise
under, out of, or in connection with, the Credit Agreement, the other Loan Documents (other than this Agreement), any Letter of
Credit or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account
of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation,
all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by such Loan
Party pursuant to the terms of any of the foregoing agreements).


 


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


 


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


 


SECTION
2.GUARANTEE


 


2.1       Guarantee
(a) Each of the Subsidiary Guarantors hereby, jointly and severally with each other Guarantor, unconditionally and
irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Guaranteed Parties and their respective
successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Loan Parties when due
(whether at the stated maturity, by acceleration or otherwise) of the Primary Obligations.


 


(b)       Anything
herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor (other
than any Borrower) hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by
such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to
the right of contribution established in Section 2.2).


 


(c)       Each
Subsidiary Guarantor agrees that the Primary Obligations may at any time and from time to time exceed the amount of the liability
of such Subsidiary Guarantor hereunder without impairing


 




     


    


    

the guarantee contained in this
Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder.


 


(d)       The
guarantee contained in this Section 2 shall remain in full force and effect until all the Primary Obligations and the obligations
of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no
Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the
term of the Credit Agreement the Loan Parties may be free from any Primary Obligations.


 


(e)       No
payment made by any Borrower, any other Loan Party with Primary Obligations, any of the Guarantors, any other guarantor or any
other Person or received or collected by the Administrative Agent or any Lender from any Borrower, any other Loan Party with Primary
Obligations, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off
or appropriation or application at any time or from time to time in reduction of or in payment of the Primary Obligations shall
be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder or under the Credit Agreement
which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Primary Obligations
or any payment received or collected from such Guarantor in respect of the Primary Obligations), remain liable for the Primary
Obligations up to the maximum liability of such Guarantor hereunder until the Primary Obligations are paid in full, no Letter
of Credit shall be outstanding and the Commitments are terminated.


 


2.2       Right
of Contribution Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid
more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and
receive contribution from and against any other Subsidiary Guarantor hereunder which has not paid its proportionate share of
such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section
2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor
to the Administrative Agent and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent
and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.


 


2.3       No
Subrogation Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any
Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of
the Administrative Agent or any Lender against any Borrower, any other Loan Party with Primary Obligations or any other
Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the
payment of the Primary Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement
from any Borrower, any other Loan Party with Primary Obligations or any other Guarantor in respect of payments made by such
Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Loan Parties on account of
the Primary Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. If any
amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Primary Obligations
shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and the
Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over
to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the
Administrative Agent, if required), to be applied against the Primary Obligations, whether matured or unmatured, in such
order as the Administrative Agent may determine.


 


2.4       Amendments,
etc. with respect to the Primary Obligations Each Subsidiary Guarantor shall remain obligated hereunder notwithstanding
that, without any reservation of rights against any Subsidiary Guarantor and without notice to or further assent by
any


 




     


    


    

Subsidiary Guarantor, any demand
for payment of any of the Primary Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative
Agent or such Lender and any of the Primary Obligations continued, and the Primary Obligations, or the liability of any other
Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto,
may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered
or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents
executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the
Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of
the Primary Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender
shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Primary Obligations
or for the guarantee contained in this Section 2 or any property subject thereto.


 


2.5       Guarantee
Absolute and Unconditional Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or
accrual of any of the Primary Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon
the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Primary
Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed,
extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Loan
Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively
presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Subsidiary
Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any
Borrower, any other Loan Party with Primary Obligations or any of the Subsidiary Guarantors with respect to the Primary
Obligations. Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Section 2 shall be
construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or
enforceability of the Credit Agreement or any other Loan Document, any of the Primary Obligations or any other
collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by
the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by any Borrower, any other Loan Party or any other Person
against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or
knowledge of any Borrower, any other Loan Party with Primary Obligations or such Subsidiary Guarantor) which constitutes, or
might be construed to constitute, an equitable or legal discharge of the Loan Parties for the Primary Obligations, or of such
Subsidiary Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any
demand hereunder or otherwise pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Administrative
Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and
remedies as it may have against any Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other
Person or against any collateral security or guarantee for the Primary Obligations or any right of offset with respect
thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or
remedies or to collect any payments from any Borrower, any other Loan Party with Primary Obligations, any other Guarantor or
any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any
release of any Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or any such
collateral security, guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability
hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law,
of the Administrative Agent or any Lender against any


 




     


    


    

Subsidiary Guarantor. For the
purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.


 


2.6       Reinstatement
The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Primary Obligations is rescinded or must otherwise be restored or returned
by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Borrower, any other Loan Party with Primary Obligations or any Guarantor, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower, any other Loan Party with Primary
Obligations or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been
made.


 


2.7       Payments
Each Subsidiary Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off
or counterclaim in Dollars at the Funding Office.


 


2.8       Subordination
Each Subsidiary Guarantor agrees that all indebtedness and other monetary obligations owed by it to any Borrower or any other
Subsidiary Guarantor shall be subordinated to the payment in full of such Subsidiary Guarantor’s
Obligations.


 


SECTION
3.REPRESENTATIONS AND WARRANTIES


 


To induce the
Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement, each Subsidiary Guarantor hereby
represents and warrants to the Administrative Agent and each Lender that:


 


3.1       Existence;
Compliance with Law Each Subsidiary Guarantor (i) is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, (ii) has the corporate or other organizational power and authority, and the legal
right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it
is currently engaged, (iii) is duly qualified as a foreign corporation or other entity and in good standing under the laws of
each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such
qualification and (iv) is in compliance with all Requirements of Law, except to the extent that the failure to comply with
clauses (iii) and (iv) above could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


3.2       Power;
Authorization; Enforceable Obligations Each Subsidiary Guarantor has the corporate or other organizational power and
authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and has taken all
necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents
to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or
enforceability of the Loan Documents to which such Subsidiary Guarantor is a party. This Agreement has been, and each other
Loan Document to which it is a party will be, duly executed and delivered on behalf of such Subsidiary Guarantor. This
Agreement constitutes, and each other Loan Document to which it is a party when executed and delivered will constitute, a
legal, valid and binding obligation of such Subsidiary Guarantor enforceable against such Subsidiary Guarantor in accordance
with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.


 




     


    


    

3.3       No
Legal Bar The execution, delivery and performance of the Loan Documents to which each Subsidiary Guarantor is a party
will not violate any Requirement of Law or Contractual Obligation of such Subsidiary Guarantor or of any of its Subsidiaries
and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or
revenues pursuant to any such Requirement of Law or Contractual Obligation (other than pursuant to this
Agreement).


 


SECTION
4.MISCELLANEOUS


 


4.1       Amendments
in Writing None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified
except in accordance with Section 10.1 of the Credit Agreement.


 


4.2       Notices
All notices, requests and demands to or upon the Administrative Agent or any Subsidiary Guarantor hereunder shall be effected
in the manner provided for in Section 10.2 of the Credit Agreement; provided that any such notice, request or demand
to or upon any Subsidiary Guarantor shall be addressed to such Subsidiary Guarantor at its notice address set forth on
Schedule 1.


 


4.3       No
Waiver by Course of Conduct; Cumulative Remedies Neither the Administrative Agent nor any Lender shall by any act (except
by a written instrument pursuant to Section 4.1), delay, indulgence, omission or otherwise be deemed to have waived any right
or remedy hereunder or under any other Loan Document or to have acquiesced in any Default or Event of Default. No failure to
exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege
hereunder or under any other Loan Document shall operate as a waiver thereof. No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power
or privilege. A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall
not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any
future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not
exclusive of any other rights or remedies provided by law.


 


4.4       Enforcement
Expenses; Indemnification (a) Each Subsidiary Guarantor agrees to pay or reimburse each Lender and the Administrative
Agent for all its costs and expenses incurred in collecting against such Subsidiary Guarantor under the guarantee contained
in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such
Subsidiary Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the
allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent.


 


(b)       Each
Subsidiary Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities
with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or
determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this
Agreement.


 


(c)       Each
Subsidiary Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever
with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Parent
Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement.


 


(d)       The
agreements in this Section 4.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement
and the other Loan Documents.


 




     


    


    

4.5       Successors
and Assigns This Agreement shall be binding upon the successors and assigns of each Subsidiary Guarantor and shall inure
to the benefit of the Administrative Agent and the Lenders and their successors and assigns; provided that no
Subsidiary Guarantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior
written consent of the Administrative Agent.


 


4.6       Set-Off
In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without notice to
any Subsidiary Guarantor, any such notice being expressly waived by each Subsidiary Guarantor to the extent permitted by
applicable law, upon any Obligations becoming due and payable by any Subsidiary Guarantor (whether at the stated maturity, by
acceleration or otherwise), to apply to the payment of such Obligations, by setoff or otherwise, any and all deposits
(general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims,
in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender, any affiliate thereof or any of their respective branches or agencies to or for the credit or the
account of such Subsidiary Guarantor. Each Lender agrees to promptly notify the relevant Subsidiary Guarantor and the
Administrative Agent after any such application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such application.


 


4.7       Counterparts
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts
(including by email or telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same
instrument.


 


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


 


4.9       Section
Headings The Section headings used in this Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.


 


4.10       Integration
This Agreement and the other Loan Documents represent the agreement of the Subsidiary Guarantors, the Administrative Agent
and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof and thereof not
expressly set forth or referred to herein or in the other Loan Documents.


 


4.11       GOVERNING
LAW THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


 


4.12       Submission
To Jurisdiction; Waivers Each Subsidiary Guarantor hereby irrevocably and unconditionally:


 


(a)       submits
for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of
any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts
of the United States of America for the Southern District of New York, and appellate courts from any thereof;


 




     


    


    

(b)       consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;


 


(c)       agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Subsidiary Guarantor at its address referred to in
Section 4.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;


 


(d)       agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the
right to sue in any other jurisdiction; and


 


(e)       waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section any special, exemplary, punitive or consequential damages.


 


4.13       Acknowledgements
Each Subsidiary Guarantor hereby acknowledges that:


 


(a)       it
has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which
it is a party;


 


(b)       neither
the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Subsidiary Guarantor arising out of
or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Subsidiary Guarantors,
on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that
of debtor and creditor; and


 


(c)       no
joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or among the Subsidiary Guarantors and the Lenders.


 


4.14       Additional
Subsidiary Guarantors Each Subsidiary of the Parent Borrower that becomes a party to this Agreement pursuant to Section
11.7 of the Credit Agreement shall become a Subsidiary Guarantor for all purposes of this Agreement upon execution and
delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 hereto.


 


4.15Releases
(a)At such time as the Loans, the Reimbursement Obligations and the other Obligations shall have been paid in
full, the Commitments have been terminated and no Letters of Credit shall be outstanding, this Agreement and all obligations
(other than those expressly stated to survive such termination) of the Administrative Agent and each Subsidiary Guarantor
hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. At the request and
sole expense of any Subsidiary Guarantor following any such termination, the Administrative Agent shall execute and deliver
to such Subsidiary Guarantor such documents as such Subsidiary Guarantor shall reasonably request to evidence such
termination.


 


(b)       At
the request and sole expense of the Parent Borrower, a Subsidiary Guarantor shall be released from its obligations hereunder in
the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction
permitted by the Credit Agreement; provided that the Parent Borrower shall have delivered to the Administrative Agent, at least
ten Business Days prior to the date of the proposed release, a written request for release identifying the


 




     


    


    

relevant Subsidiary Guarantor
and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection
therewith, together with a certification by the Parent Borrower stating that such transaction is in compliance with the Credit
Agreement and the other Loan Documents.


 


4.16       WAIVER
OF JURY TRIALEACH SUBSIDIARY GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


[Remainder
of page intentionally left blank]


 




     


    


    

IN WITNESS
WHEREOF, each of the undersigned has caused this Subsidiary Guarantee Agreement to be duly executed and delivered as of the date
first above written.


 



 


	 	[NAME OF SUBSIDIARY GUARANTOR]
	 	 
	 	 



	 	By: 	
	 	 	Title:




 








 




     


    


    

Schedule
1


 


NOTICE ADDRESSES
OF SUBSIDIARY GUARANTORS


 




     


    


    

Annex 1 to


 


Subsidiary
Guarantee Agreement


 


ASSUMPTION
AGREEMENT, dated as of ________________, 20__, made by ______________________________ (the “Additional Subsidiary Guarantor”),
in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”)
for the banks and other financial institutions or entities (the “Lenders”) parties to the Credit Agreement
referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.


 


W I T
N E S S E T H :


 


WHEREAS, Roper
Technologies, Inc. (the “Parent Borrower”), the Foreign Subsidiary Borrowers (as defined therein), the Lenders,
the Documentation Agents and Syndication Agents named therein and the Administrative Agent have entered into a Credit Agreement,
dated as of September 23, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS, in
connection with the Credit Agreement, certain Subsidiaries of the Parent Borrower have entered into the Subsidiary Guarantee Agreement,
dated as of ________________________, 20__ (as amended, supplemented or otherwise modified from time to time, the “Subsidiary
Guarantee Agreement”) in favor of the Administrative Agent for the ratable benefit of the Guaranteed Parties;


 


WHEREAS, the
Parent Borrower wishes to cause the Additional Subsidiary Guarantor to become a party to the Subsidiary Guarantee Agreement; and


 


WHEREAS, the
Additional Subsidiary Guarantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the
Subsidiary Guarantee Agreement.


 


NOW, THEREFORE,
IT IS AGREED:


 


1. Subsidiary
Guarantee Agreement. By executing and delivering this Assumption Agreement, the Additional Subsidiary Guarantor, as provided in
Section 4.14 of the Subsidiary Guarantee Agreement, hereby becomes a party to the Subsidiary Guarantee Agreement as a Subsidiary
Guarantor thereunder with the same force and effect as if originally named therein as a Subsidiary Guarantor and, without limiting
the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Subsidiary Guarantor thereunder.
The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Subsidiary
Guarantee Agreement. The Additional Subsidiary Guarantor hereby represents and warrants that each of the representations and warranties
contained in Section 3 of the Subsidiary Guarantee Agreement is true and correct on and as the date hereof (after giving effect
to this Assumption Agreement) as if made on and as of such date.


 


2. Governing
Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK.


 




     


    


    

IN WITNESS
WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.


 



 


	 	[ADDITIONAL SUBSIDIARY GUARANTOR]
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 





 




     


    


    

Annex
1-A to

Assumption Agreement


 


Supplement
to Schedule 1