Exhibit 4.1


 





EXECUTION COPY


 


AMENDMENT NO. 1


 


Dated as of December 2, 2019


 


to


 


CREDIT AGREEMENT


 


Dated as of April 25, 2018


 


THIS AMENDMENT NO. 1
(this “Amendment”) is made as of December 2, 2019 by and among Pentair Finance S.à r.l., a Luxembourg
private limited liability company (Société à responsabilité limitée) having its registered
office at 26, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies
Register (Registre de commerce et des sociétés, Luxembourg) under number B.166305 (the “Company”),
Pentair plc (the “Parent”), Pentair Investments Switzerland GmbH (the “Swiss Guarantor”,
together with the Parent, the “Guarantors”) and Pentair, Inc. (the “Affiliate Borrower”,
collectively with the Company and the Guarantors, the “Loan Parties”), the Lenders party hereto and JPMorgan
Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), under
that certain Credit Agreement dated as of April 25, 2018, by and among the Loan Parties, the Lenders from time to time party thereto
and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof,
the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings given to them in the Credit Agreement.


 


WHEREAS, the Loan Parties
have requested that certain Lenders agree to provide additional term loans under Section 9.02(d) of the Credit Agreement
and that the Required Lenders agree to make certain modifications to the Credit Agreement;


 


WHEREAS, the Loan Parties,
the Lenders party hereto and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set
forth herein;


 


NOW, THEREFORE, in consideration
of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Loan Parties, the Lenders party hereto and the Administrative Agent hereby
agree to enter into this Amendment.


 


1.              Amendments
to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 2
below (such date, the “Amendment Effective Date”):


 


(a) The
parties hereto agree that the Credit Agreement (including the Schedules and Exhibits thereto) shall be amended to delete the stricken
text (indicated textually in the same manner as the following example: stricken text)
and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement (including the Schedules and Exhibits thereto) attached as Annex
A hereto (the Credit Agreement as so amended, the “Amended Credit Agreement”).


 


(b) The
parties hereto acknowledge and agree that this Amendment is being entered into and consummated pursuant to Section 9.02(d)
of the Credit Agreement.


 



     



     


    




 


(c) The
parties hereto acknowledge and agree that each Lender that executes this Amendment as a Lender and which also has a Term Loan Commitment
listed opposite its name in Schedule 2.01 set forth in the Amended Credit Agreement shall be and is a Term Lender under
the Amended Credit Agreement.


 


2.               Conditions
of Effectiveness. This Amendment shall become effective as of the first date on which each of the following conditions shall
have been satisfied:


 


(a)             The
Administrative Agent (or its counsel) shall have received either (A) counterparts of this Amendment duly executed by each
of the Loan Parties, the Required Lenders, each Lender with a Term Loan Commitment under the Amended Credit Agreement and the
Administrative Agent or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic
transmission of an executed signature page of this Amendment) that such parties have executed counterparts of this Amendment.


 


(b)             The
Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed to the Administrative Agent and
the Lenders and dated the Amendment Effective Date) of each of (i) Foley & Lardner LLP, special counsel for the Loan Parties,
(ii) Arthur Cox, special Irish counsel for the Loan Parties, (iii) Allen & Overy, Société en Commandite Simple,
inscrite au barreau de Luxembourg, special Luxembourg counsel for the Loan Parties and (iv) Bär & Karrer Ltd., special
Swiss counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent and
its counsel and covering such matters relating to the Loan Parties, this Amendment and the Amended Credit Agreement as the Administrative
Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions.


 


(c)             The
Administrative Agent shall have received such other documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing (or the equivalent) of the Loan Parties, the authorization
of this Amendment, the Amended Credit Agreement and any other legal matters relating to the Loan Parties, the Amendment and the
Amended Credit Agreement, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.


 


(d)            With
respect to the Swiss Guarantor, the Administrative Agent shall have received a copy of the resolutions of its managing officers
approving the terms of, and the transactions contemplated by, this Amendment and the Amended Credit Agreement, authorizing a specified
person or persons to execute this Amendment on its behalf and to sign and/or dispatch on its behalf all other documents and notices
in connection with this Amendment and the Amended Credit Agreement.


 


(e)             The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Financial
Officer of the Company, certifying compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02
of the Amended Credit Agreement.


 


(f)              (i) The
Administrative Agent shall have received, at least five (5) days prior to the Amendment Effective Date, all documentation and
other information regarding any Borrower requested in connection with applicable “know your customer” and anti-money
laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Company at least ten (10)
days prior to the Amendment Effective Date and (ii) to the extent any Borrower qualifies as a “legal entity customer”
under the Beneficial Ownership Regulation, at least five (5) days prior to the Amendment Effective Date, any Lender that has requested,
in a written notice to the Company at least ten (10) days prior to the Amendment Effective Date, a Beneficial Ownership Certification
in relation to such Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and
delivery by such Lender of its signature page to this Amendment, the condition set forth in this clause (f) shall be deemed to
be satisfied).


 






    2 



     


    

 


(g)             The
Administrative Agent shall have received for the account of each Term Lender that delivers its executed signature page to this
Amendment by no later than the date and time specified by the Administrative Agent (in consultation with the Company), an upfront
fee in respect of its Term Loan Commitment in an amount equal to the applicable amount previously disclosed to the Term Lenders
(and established by the Administrative Agent in consultation with the Company).


 


(h)             (i) The
Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates’
fees and expenses (including the reasonable, documented and invoiced fees, disbursements and other charges of one primary counsel
(and one additional local counsel in each applicable jurisdiction) for the Administrative Agent) in accordance with the Loan Documents,
and (ii) U.S. Bank National Association in its capacity as lead-left Arranger in respect of the Term Loan Facility (as defined
in the Amended Credit Agreement) shall have received payment and/or reimbursement of its and its affiliates’ fees and expenses,
in each case to the extent invoiced (in reasonable detail) to the Company at least one (1) Business Day prior to the Amendment
Effective Date.


 


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


 


3.               Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows:


 


(a)             Each
of this Amendment and the Amended Credit Agreement constitutes a valid and binding agreement of each Loan Party enforceable against
the applicable Loan Parties in accordance with its terms, except to the extent that the enforceability thereof may be limited
by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter affecting
creditors’ rights generally, any mandatory applicable provisions of Luxembourg law of general application and general principles
of equity.


 


(b)            As
of the date hereof and immediately after giving effect to the terms of this Amendment, (i) no Default has occurred and is continuing
and (ii) the representations and warranties of the Borrowers set forth in the Credit Agreement (other than the representations
contained in Sections 3.04(c) and 3.05 of the Credit Agreement) are true and correct in all material respects (provided
that any representation or warranty that is qualified by materiality or Material Adverse Effect is true and correct in all
respects), or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such
specific date.


 


4.               Confirmation
of Guarantees. Each Guarantor, by its execution of this Amendment, hereby consents to this Amendment and confirms and ratifies
that all of its obligations as a Guarantor under the Amended Credit Agreement shall continue in full force and effect for the
benefit of the Administrative Agent and the Lenders with respect to the Amended Credit Agreement and, for the avoidance of doubt,
acknowledges and agrees and confirms that the Term Loans made by the Term Lenders to the Company on the Amendment Effective Date
are part of the “Guaranteed Obligations” that are guaranteed by the Guarantors under the Amended Credit Agreement.


 


5.               Reference
to and Effect on the Credit Agreement.


 


(a)             From
and after the effectiveness of the amendment to the Credit Agreement evidenced hereby, the terms “Agreement”, “this
Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar
import, as used in the Amended Credit Agreement, shall, unless the context otherwise requires, refer to the Amended Credit Agreement,
and the term “Credit Agreement”, as used in the other Loan Documents, shall mean the Amended Credit Agreement.


 






    3 



     


    

 


(b)             Each
Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain
in full force and effect and are hereby ratified and confirmed.


 


(c)             The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy
of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents
or any other documents, instruments and agreements executed and/or delivered in connection therewith.


 


(d)            This
Amendment shall be a Loan Document.


 


6.               Governing Law; Jurisdiction. This Amendment shall be construed in accordance with and governed by the law
of the State of New York. Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to only
the jurisdiction of (i) the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan, and of the
United States District Court for the Southern District of New York sitting in the Borough of Manhattan and (ii) any U.S. federal
or Illinois state court sitting in Chicago, Illinois, and in each case any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Amendment or any other Loan Document shall affect any right that the Administrative
Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Amendment or any other
Loan Document against any Loan Party or its properties in the courts of any jurisdiction.


 


7.               Headings. Section headings in this Amendment are included herein for convenience of reference only and shall
not constitute a part of this Amendment for any other purpose.


 


8.               Counterparts.
This Amendment may be executed by one or more of the parties hereto 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 counterpart of a signature page
of this Amendment by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature
page shall be effective as delivery of a manually executed counterpart of this Amendment.


 


[Signature Pages Follow]


 



    4 



     


    




 


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


 


	 	PENTAIR FINANCE S.À R.L.,
	 	as the Company
	 	 
	 	 
	 	By:	/s/ James Charles Lucas
	 	Name: James Charles Lucas
	 	Title: Manager




 


Signature Page to Amendment No. 1 to




Credit Agreement dated as of April 25, 2018




Pentair Finance S.à r.l.


 






    5 



     


    

 


	 	Pentair Investments Switzerland GmbH,
	 	as the Swiss Guarantor
	 	 
	 	 
	 	By:	/s/ James Charles Lucas
	 	Name: James Charles Lucas
	 	Title: Managing Officer




 


Signature Page to Amendment No. 1 to




Credit Agreement dated as of April 25, 2018




Pentair Finance S.à r.l.


 






    6 



     


    

 


	 	PENTAIR PLC,
	 	as the Parent
	 	 
	 	 
	 	By:	/s/ Mark C. Borin
	 	Name: Mark C. Borin
	 	Title: Chief Financial Officer




 


Signature Page to Amendment No. 1 to




Credit Agreement dated as of April 25, 2018




Pentair Finance S.à r.l.


 






    7 



     


    

 


	 	Pentair INC.,
	 	as a Borrower
	 	 
	 	 
	 	By:	/s/ Mark C. Borin
	 	Name: Mark C. Borin
	 	Title: President




 


Signature Page to Amendment No. 1 to




Credit Agreement dated as of April 25, 2018




Pentair Finance S.à r.l.


 






    8 



     


    

 


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




 


Signature Page to Amendment No. 1 to




Credit Agreement dated as of April 25, 2018




Pentair Finance S.à r.l.


 






    9 



     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as a Lender
	 	 
	 	 
	 	By:	/s/ Tyrone Parker
	 	Name: Tyrone Parker
	 	Title: Vice President




 


Signature Page to Amendment No. 1 to




Credit Agreement dated as of April 25, 2018




Pentair Finance S.à r.l.


 






    10 



     


    

 


	 	BANK OF MONTREAL, LONDON BRANCH,
	 	as a Lender
	 	 
	 	 
	 	By:	/s/ Wesley M. Anderson
	 	Name: Wesley M. Anderson
	 	Title: Director




 


Signature Page to Amendment No. 1 to




Credit Agreement dated as of April 25, 2018




Pentair Finance S.à r.l.


 






    11 



     


    

 


	 	CITIBANK, N.A.,
	 	as a Lender
	 	 
	 	 
	 	By:	/s/ Brian Reed
	 	Name: Brian Reed
	 	Title: Vice President




 


Signature Page to Amendment No. 1 to




Credit Agreement dated as of April 25, 2018




Pentair Finance S.à r.l.


 






    12 



     


    

 


	 	HSBC BANK USA, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 
	 	 
	 	By:	/s/ Fik Durmus
	 	Name: Fik Durmus
	 	Title: Managing Director




 


Signature Page to Amendment No. 1 to




Credit Agreement dated as of April 25, 2018




Pentair Finance S.à r.l.


 






    13 



     


    

 


	 	MUFG BANK, LTD.,
	 	as a Lender
	 	 
	 	 
	 	By:	/s/ Kevin Sillona
	 	Name: Kevin Sillona
	 	Title: Authorized Signatory




 


Signature Page to Amendment No. 1 to




Credit Agreement dated as of April 25, 2018




Pentair Finance S.à r.l.


 






    14 



     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 
	 	 
	 	By:	/s/ Edward Han
	 	Name: Edward Han
	 	Title: Vice President




 


Signature Page to Amendment No. 1 to




Credit Agreement dated as of April 25, 2018




Pentair Finance S.à r.l.


 






    15 



     


    

 


	 	INTESA SANPAOLO S.P.A., New York Branch
	 	as a Lender
	 	 
	 	 
	 	By:	/s/ Manuela Insana
	 	Name: Manuela Insana
	 	Title: VP & Relationship Manager
	 	 
	 	 
	 	By:	/s/Alessandro Toigo
	 	Name: Alessandro Toigo
	 	Title: Head of Corporate Desk




 


Signature Page to Amendment No. 1 to




Credit Agreement dated as of April 25, 2018




Pentair Finance S.à r.l.


 






    16 



     


    

 


	 	BANK OF CHINA, LOS ANGELES BRANCH,
	 	as a Lender
	 	 
	 	 
	 	By:	/s/ Yong Ou
	 	Name: Yong Ou
	 	Title: SVP & Branch Manager




 


Signature Page to Amendment No. 1 to




Credit Agreement dated as of April 25, 2018




Pentair Finance S.à r.l.


 






    17 



     


    

 


	 	ING BANK N.V., DUBLIN BRANCH,
	 	as a Lender
	 	 
	 	 
	 	By:	/s/ Sean Hassett
	 	Name: Sean Hassett
	 	Title: Director
	 	 
	 	 
	 	By:	/s/Pádraig Matthews
	 	Name: Pádraig Matthews
	 	Title: Director




 


Signature Page to Amendment No. 1 to




Credit Agreement dated as of April 25, 2018




Pentair Finance S.à r.l.


 






    18 



     


    

 


	 	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH,
	 	as a Lender
	 	 
	 	 
	 	By:	/s/ Brian Crowley
	 	Name: Brian Crowley
	 	Title: Managing Director
	 	 
	 	 
	 	By:	/s/ Miriam Trautmann
	 	Name: Miriam Trautmann
	 	Title: Senior Vice President




 


Signature Page to Amendment No. 1 to




Credit Agreement dated as of April 25, 2018




Pentair Finance S.à r.l.


 






    19 



     


    

 


	 	BANK OF AMERICA, N.A.,
	 	as a Lender
	 	 
	 	 
	 	By:	/s/ Stephen J. D’Elia
	 	Name: Stephen J. D’Elia
	 	Title: Vice President




 


Signature Page to Amendment No. 1 to




Credit Agreement dated as of April 25, 2018




Pentair Finance S.à r.l.


 






    20 



     


    

 


	 	DEUTSCHE BANK AG NEW YORK BRANCH,
	 	as a Lender
	 	 
	 	 
	 	By:	/s/ Ming K. Chu
	 	Name: Ming K. Chu
	 	Title: Director
	 	 
	 	By:	/s/ Virginia Cosenza
	 	Name: Virginia Cosenza
	 	Title: Vice President




 


Signature Page to Amendment No. 1 to




Credit Agreement dated as of April 25, 2018




Pentair Finance S.à r.l.


 






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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 
	 	 
	 	By:	/s/ Adam Spreyer
	 	Name: Adam Spreyer
	 	Title: Director




 


Signature Page to Amendment No. 1 to




Credit Agreement dated as of April 25, 2018




Pentair Finance S.à r.l.


 






    22 



     


    

 


ANNEX A


 


Attached


 



    23 



     


    

 




 





 


CREDIT AGREEMENT


 


dated as of


 


April 25, 2018


 


among


 


PENTAIR plc


as Parent,


 


PENTAIR INVESTMENTS SWITZERLAND GMBH,


as Swiss Guarantor,


 


PENTAIR FINANCE S.À R.L.


as Company,


 


PENTAIR, INC.


as an Affiliate Borrower


 


The Other Affiliate Borrowers From Time
to Time Party Hereto,


 


The Lenders Party Hereto,


 


JPMORGAN CHASE BANK, N.A.


as Administrative Agent,


 


BANK OF AMERICA, N.A.


MUFG BANK, LTD.


CITIBANK, N.A. and


U.S. BANK NATIONAL ASSOCIATION


as Syndication Agents for
the Revolving Credit Facility,


 


and


 


U.S.
BANK NATIONAL ASSOCIATION


as
Syndication Agent for the Term Loan Facility,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


HSBC BANK USA, NATIONAL ASSOCIATION


BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW
YORK BRANCH


BANK OF MONTREAL, LONDON BRANCH and INTESA
SANPAOLO S.P.A.


as
Documentation Agents for the Revolving Credit Facility,


 


and


 


BANK
OF AMERICA, N.A. and


WELLS
FARGO BANK, NATIONAL ASSOCIATION


as Documentation Agents for
the Term Loan Facility


 


JPMORGAN CHASE BANK, N.A.


 


MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED


BofA
SECURITIES, INC.


MUFG BANK, LTD.


CITIGROUP GLOBAL MARKETS INC. and


U.S. BANK NATIONAL ASSOCIATION


as
Joint Bookrunners and Joint Lead Arrangers for the Revolving Credit Facility,


 


and


 


U.S.
BANK NATIONAL ASSOCIATION


JPMORGAN
CHASE BANK, N.A.


BofA
SECURITIES, INC. and


WELLS
FARGO SECURITIES, LLC


as Joint Bookrunners and Joint Lead Arrangers
for the Term Loan Facility


 


 






     


     


    

 


TABLE OF CONTENTS


 





	 	Page
	 	 
	ARTICLE I. DEFINITIONS	5
	 	 
	 	SECTION 1.01	Defined Terms	5
	 	SECTION 1.02	Classification of Loans and Borrowings	3436
	 	SECTION 1.03	Terms Generally	3436
	 	SECTION 1.04	Accounting Terms; GAAP	3537
	 	SECTION 1.05	Interest Rates	3537
	 	SECTION 1.06	Luxembourg Terms	3537
	 	SECTION 1.07	Certain Calculations	3638
	 	SECTION 1.08	Divisions	38
	 	 
	ARTICLE II. THE CREDITS	3638
	 	 
	 	SECTION 2.01	Commitments	3638
	 	SECTION 2.02	Loans and Borrowings	3638
	 	SECTION 2.03	Requests for Revolving Borrowings	3739
	 	SECTION 2.04	Determination of Dollar Amounts	3840
	 	SECTION 2.05	Swingline Loans	3840
	 	SECTION 2.06	Letters of Credit	4042
	 	SECTION 2.07	Funding of Borrowings	4547
	 	SECTION 2.08	Interest Elections	4648
	 	SECTION 2.09	Termination and Reduction of Commitments	4749
	 	SECTION 2.10	Repayment of Loans; Evidence of Indebtedness	4850
	 	SECTION 2.11	Prepayment of Loans	4951
	 	SECTION 2.12	Fees 	5052
	 	SECTION 2.13	Interest	5154
	 	SECTION 2.14	Alternate Rate of Interest	5255
	 	SECTION 2.15	Increased Costs	5457
	 	SECTION 2.16	Break Funding Payments	5558
	 	SECTION 2.17	Taxes 	5658
	 	SECTION 2.18	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	6366
	 	SECTION 2.19	Mitigation Obligations; Replacement of Lenders	6567
	 	SECTION 2.20	Expansion Option	6568
	 	SECTION 2.21	Market Disruption	6769
	 	SECTION 2.22	Judgment Currency	6770
	 	SECTION 2.23	Designation of Affiliate Borrowers	6770
	 	SECTION 2.24	Defaulting Lenders	6871
	 	SECTION 2.25	Extension of Maturity Date	7073
	 	 
	ARTICLE III. REPRESENTATIONS AND WARRANTIES	7275
	 	 
	 	SECTION 3.01	Corporate Existence and Power	7275
	 	SECTION 3.02	Corporate and Governmental Authorization; Contravention	7275
	 	SECTION 3.03	Binding Effect	7275
	 	SECTION 3.04	Financial Information	7275
	 	SECTION 3.05	Litigation, etc.	7376
	 	SECTION 3.06	ERISA Compliance	7376
	 	SECTION 3.07	Taxes	7376
	 	SECTION 3.08	Not an Investment Company	7376
	 	SECTION 3.09	Environmental Matters	7376
	 	SECTION 3.10	Use of Proceeds	7377
	 	SECTION 3.11	Disclosure	7377
	 	SECTION 3.12	Anti-Corruption Laws and Sanctions	7477



 






     


     


    

 


	 	SECTION 3.13	Domiciliation; Centre of Main Interests	7477
	 	SECTION 3.14	Swiss Non-Bank Rules	7578
	 	SECTION 3.15	EEA Financial Institutions	7578
	 	SECTION 3.16	Irish Loan Party	7578
	 	SECTION 3.17	Tax Residence	7578
	 	 
	ARTICLE IV. CONDITIONS	7578
	 	 
	 	SECTION 4.01	Effective Date	7578
	 	SECTION 4.02	Each Credit Event	7679
	 	SECTION 4.03	Designation of an Affiliate Borrower	7680
	 	 
	ARTICLE V. AFFIRMATIVE COVENANTS	7881
	 	 
	 	SECTION 5.01	Information.	7881
	 	SECTION 5.02	Use of Proceeds	7983
	 	SECTION 5.03	Compliance with Contractual Obligations and Laws	8083
	 	SECTION 5.04	Insurance	8083
	 	SECTION 5.05	Ownership of Borrowers	8083
	 	SECTION 5.06	Payment of Taxes	8083
	 	SECTION 5.07	Swiss Non-Bank Rule	8084
	 	SECTION 5.08	Loan Party Location	8084
	 	SECTION 5.09	Tax Residence	8184
	 	SECTION 5.10	Service of Process Agent	8184
	 	 
	ARTICLE VI. NEGATIVE COVENANTS	8184
	 	 
	 	SECTION 6.01	Maximum Net Leverage Ratio	8184
	 	SECTION 6.02	Minimum Interest Coverage Ratio	8185
	 	SECTION 6.03	Negative Pledge	8185
	 	SECTION 6.04	Consolidations, Mergers and Sales of Assets; Acquisitions	8487
	 	SECTION 6.05	Subsidiary Debt	8487
	 	SECTION 6.06	OFAC and Anti-Corruption Laws	8588
	 	 
	ARTICLE VII. EVENTS OF DEFAULT	8689
	 	 
	ARTICLE VIII. THE ADMINISTRATIVE AGENT	8892
	 	 
	 	SECTION 8.01	Authorization and Action	8892
	 	SECTION 8.02	Administrative Agent’s Reliance, Indemnification, Etc.	9194
	 	SECTION 8.03	Posting of Communications	9295
	 	SECTION 8.04	The Administrative Agent Individually	9396
	 	SECTION 8.05	Successor Administrative Agent	9396
	 	SECTION 8.06	Acknowledgement of Lenders and Issuing Banks	9497
	 	SECTION 8.07	Certain ERISA Matters	9497
	 	 
	ARTICLE IX. MISCELLANEOUS	9699
	 	 
	 	SECTION 9.01	Notices	9699
	 	SECTION 9.02	Waivers; Amendments	97100
	 	SECTION 9.03	Expenses; Indemnity; Damage Waiver	99102
	 	SECTION 9.04	Successors and Assigns	101104
	 	SECTION 9.05	Survival	106109
	 	SECTION 9.06	Counterparts; Integration; Effectiveness; Electronic Execution	106109
	 	SECTION 9.07	Severability	106110
	 	SECTION 9.08	Right of Setoff	106110
	 	SECTION 9.09	Governing Law; Jurisdiction; Consent to Service of Process	107110
	 	SECTION 9.10	WAIVER OF JURY TRIAL	108111
	 	SECTION 9.11	Headings	108112
	 	SECTION 9.12	Confidentiality	108112



 






     


     


    

 


	 	SECTION 9.13	USA PATRIOT Act	110113
	 	SECTION 9.14	Interest Rate Limitation	110113
	 	SECTION 9.15	No Fiduciary Duty, etc	110113
	 	SECTION 9.16	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	111114
	 	SECTION 9.17	Confirmation of Lender’s Status as Swiss Qualifying Lender	111114
	 	SECTION 9.18	Acknowledgement Regarding Supported QFCs	115
	 	 
	ARTICLE X. GUARANTEE	111115
	 	 
	 	SECTION 10.01	Guaranty	111115
	 	SECTION 10.02	Swiss Limitation Language for Swiss Guarantor or Swiss Borrower	113117




 


	SCHEDULES:	 	 
	 	 	 
	Schedule 2.01	--	Commitments
	Schedule 2.05	--	Swingline Sublimits
	Schedule 6.03	--	List of Existing Liens
	Schedule 6.05	--	Existing Debt
	 	 	 
	EXHIBITS:	 	 
	 	 	 
	Exhibit A	--	Form of Assignment and Assumption
	Exhibit B-1	--	Form of Opinion of Foley & Lardner LLP
	Exhibit B-2	--	Form of Opinion of Arthur Cox
	Exhibit B-3	--	Form of Opinion of Allen & Overy
	Exhibit B-4	--	Form of Opinion of Bär & Karrer Ltd.
	Exhibit C-1	--	Form of Increasing Lender Supplement
	Exhibit C-2	--	Form of Augmenting Lender Supplement
	Exhibit DD-1	--	Form of Revolving Credit Note
	Exhibit D-2	--	Form of Term Loan Note
	Exhibit E	--	List of Closing Documents
	Exhibit F-1	--	Form of Affiliate Borrowing Agreement
	Exhibit F-2	--	Form of Affiliate Borrowing Termination
	Exhibit G-1	--	Form of Borrowing Request
	Exhibit G-2	--	Form of Interest Election Request
	Exhibits H-1-4	--	Form of U.S. Tax Compliance Certificates
	Exhibit I	--	Form of Irish Qualifying Lender Confirmation




 






     


     


    

 


CREDIT AGREEMENT (this
“Agreement”) dated as of April 25, 2018 among PENTAIR plc, an Irish public limited company, PENTAIR FINANCE
S.À R.L., a Luxembourg private limited liability company (Société à responsabilité limitée)
having its registered office at 26, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg
Trade and Companies Register (Registre de commerce et des sociétés,
Luxembourg) under number B 166305, PENTAIR INVESTMENTS SWITZERLAND GMBH, a Swiss limited liability company (Gesellschaft
mit beschränkter Haftung), with company number CHE-188.406.956 and its registered address at Freier Platz 10, 8200 Schaffhausen,
Switzerland, PENTAIR, INC., a Minnesota corporation, the other AFFILIATE BORROWERS from time to time party hereto, the LENDERS
from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., MUFG BANK, LTD., CITIBANK,
N.A. and U.S. BANK NATIONAL ASSOCIATION, as Syndication Agents and WELLS FARGO BANK, NATIONAL ASSOCIATION, HSBC BANK USA, NATIONAL
ASSOCIATION, BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, BANK OF MONTREAL, LONDON BRANCH and INTESA SANPAOLO S.P.A.,
as Documentation Agents.


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained herein, the parties hereto agree as follows:


 


ARTICLE I.


 


DEFINITIONS


 


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


 


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


 


“Acquisition” means any
transaction or series of related transactions (excluding any transaction solely among the Parent and/or one or more persons that
are already Subsidiaries) that result, directly or indirectly, in (a) the acquisition by the Parent or any Subsidiary of all or
substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition
of in excess of 50% of the capital stock, partnership interests, membership interests or equity of any Person, or otherwise causing
any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person; provided that
the Parent or a Subsidiary is the ultimate surviving entity.


 


“Additional Commitment Lender”
has the meaning assigned to such term in Section 2.25(d).


 


“Adjusted LIBO Rate”
means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate
for such Interest Period multiplied by (b) the Statutory Reserve Rate.


 


“Administrative Agent”
means JPMCB (including its branches and affiliates) in its capacity as administrative agent for the Lenders hereunder, and any
successor administrative agent arising under Section 9.04.


 


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


 


“Affiliate”
means, as to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to be “controlled by” any other Person if such other Person possesses,
directly or indirectly, power to direct or cause the direction of the management and policies of such Person whether by contract
or otherwise (but, for the avoidance of doubt, no individual shall be deemed to be an Affiliate of a Person solely because such
individual is a director (or the equivalent thereof) or senior officer of such Person).


 






     


     


    

 


“Affiliate Borrower Sublimit” means
$300,000,000.


 


“Affiliate Borrowers”
means, collectively, the Initial Affiliate Borrower and any Eligible Subsidiary that becomes an Affiliate Borrower pursuant to
Section 2.23 and, in each case, that has not ceased to be an Affiliate Borrower; and “Affiliate Borrower”
means any of the Affiliate Borrowers.


 


“Affiliate Borrowing Agreement”
means an Affiliate Borrowing Agreement substantially in the form of Exhibit F-1.


 


“Affiliate Borrowing Termination”
means an Affiliate Borrowing Termination substantially in the form of Exhibit F-2.


 


“Agent Indemnitee” has the meaning
assigned to it in Section 9.03(c).


 


“Aggregate
Commitment” means the aggregate of the Commitments of all of the Lenders, as reduced or increased from
time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Commitment is $800,000,000.


 


“Agreed Currencies” means
with respect to (a) Revolving Loans, Agreed Loan Currencies and (b) Letters of Credit, Agreed LC Currencies.


 


“Agreed LC Currencies”
means (a) the Agreed Loan Currencies and (b) any other currency that is (i) readily available and freely transferable and convertible
into Dollars and (ii) agreed to by the Company, the Administrative Agent and the relevant Issuing Bank.


 


“Agreed Loan
Currencies” means (i) Dollars, (ii) euro, (iii) Pounds Sterling and (iv) any other currency (A) that is a lawful currency
(other than Dollars) that is readily available and freely transferable and convertible into Dollars, (B) for which a LIBOR Screen
Rate is available in the Administrative Agent’s reasonable determination and (C) that is agreed to by the Administrative
Agent and each of the Revolving Lenders.


 


“Agreement” means this Credit Agreement.


 


“Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect
on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period in Dollars on such day (or if such
day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that for the purpose of this
definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Rate (or if the LIBO Rate is not available for such one
month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the Alternate
Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the
effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base
Rate is being used as an alternate rate of interest pursuant to Section 2.14 hereof, then the Alternate Base Rate shall be the
greater of clause (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt,
if the Alternate Base Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this
Agreement.


 


“Alternative Rate” has the meaning
assigned to such term in Section 2.14(a).


 






    7


     


    

 


“Amendment
No. 1 Effective Date” means December 2, 2019.


 


“Anti-Corruption Laws”
means all laws, rules, and regulations of any jurisdiction applicable to the Parent and its affiliated companies concerning or
relating to bribery or corruption.


 


“Applicable LC Sublimit”
means (i) with respect to JPMCB in its capacity as an Issuing Bank under this Agreement, $40,000,000, (ii) with respect to Bank
of America, N.A. in its capacity as an Issuing Bank under this Agreement, $40,000,000, (iii) with respect to MUFG Bank, Ltd. in
its capacity as an Issuing Bank under this Agreement, $40,000,000, (iv) with respect to Citibank, N.A. in its capacity as an Issuing
Bank under this Agreement, $40,000,000, (v) with respect to U.S. Bank National Association in its capacity as an Issuing Bank under
this Agreement, $40,000,000 and (vi) with respect to any other Person that becomes an Issuing Bank pursuant to the terms of this
Agreement, such amount as agreed to in writing by the Company, the Administrative Agent and such Person at the time such Person
becomes an Issuing Bank pursuant to the terms of the Agreement, as each of the foregoing amounts may be decreased or increased
from time to time with the written consent of the Company, the Administrative Agent and the Issuing Banks (provided that any increase
in the Applicable LC Sublimit with respect to any Issuing Bank shall only require the consent of the Company and such Issuing Bank).


 


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


 


“Applicable
Percentage” means, with respect to any Lender, (a) with respect
to Revolving Loans, Revolving Credit Exposure, LC Exposure or Swingline Loans, the percentage of
the Aggregate Commitment represented byequal to a fraction
the numerator of which is such Lender’s Revolving
Commitment; provided that, in the case of Section 2.24 when a Defaulting Lender shall
exist, “Applicable Percentage” shall mean the percentage of the Aggregate Commitment (disregarding any Defaulting
Lender’s Commitment) represented by such Lender’s Commitment. If the and
the denominator of which is the aggregate Revolving Commitments of all Revolving Lenders (if the Revolving Commitments
have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving
Commitments most recently in effect, giving effect to any assignments and to any Lender’s
status as); provided that in the case of Section 2.24
when a Defaulting Lender at the time of determination.shall
exist, any such Defaulting Lender’s Revolving Commitment shall be disregarded in the calculation and (b) with respect to
the Term Loans, a percentage equal to a fraction the numerator of which is such Lender’s outstanding principal amount of
the Term Loans and the denominator of which is the aggregate outstanding principal amount of the Term Loans of all Term Lenders.


 


“Applicable
Rate” means, for any day, with respect to any Eurocurrency Loan or any ABR Loan,Revolving
Loan, any Eurocurrency Term Loan, any ABR Revolving Loan, any ABR Term Loan or with respect to the facility fees payable
hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Eurocurrency Spread”
or for Revolving Loans”, “Eurocurrency
Spread for Term Loans”, “ABR Spread for Revolving
Loans”, “ABR Spread for Term Loans” or “Facility Fee Rate”, as the case may be, based
upon the Pricing Level applicable on such date.


 


	 	 	 	 	 	 	 	 	 	 	 	Eurocurr	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	ency	 	 	ABR	 
	 	 	 	 	 	Eurocurrency	 	 	 	 	 	Spread	 	 	Spread	 
	Pricing	 	 	 	 	Spread for	 	 	ABR Spread for	 	 	for Term	 	 	for Term	 
	Level	 	Facility Fee	 	 	Revolving Loans	 	 	Revolving Loans	 	 	Loans	 	 	Loans	 
	Level I	 	 	0.10	%	 	 	0.90	%	 	 	0	%	 	 	0.75	%	 	 	0	%
	Level II	 	 	0.125	%	 	 	1.00	%	 	 	0	%	 	 	0.875	%	 	 	0	%
	Level III	 	 	0.15	%	 	 	1.10	%	 	 	0.10	%	 	 	1.00	%	 	 	0	%
	Level IV	 	 	0.175	%	 	 	1.20	%	 	 	0.20	%	 	 	1.125	%	 	 	0.125	%
	Level V	 	 	0.25	%	 	 	1.50	%	 	 	0.50	%	 	 	1.50	%	 	 	0.50	%





 






    8


     


    

 


For purposes hereof: (i) Pricing Level I, Leverage Level 1 and
Ratings Level A are equivalent and correspond to each other, (ii) Pricing Level II, Leverage Level 2 and Ratings Level B are equivalent
and correspond to each other, (iii) Pricing Level III, Leverage Level 3 and Ratings Level C are equivalent and correspond to each
other, (iv) Pricing Level IV, Leverage Level 4 and Ratings Level D are equivalent and correspond to each other and (v) Pricing
Level V, Leverage Level 5 and Ratings Level E are equivalent and correspond to each other.


 


At any time of determination, the Pricing Level shall be determined
by reference to the Leverage Level or the Ratings Level, as the Company shall from time to time elect by written notice to the
Administrative Agent, and any change in Pricing Level resulting from such election by the Company shall be effected as promptly
as practicable by the Administrative Agent after receiving such written election from the Company. Notwithstanding anything to
the contrary set forth in this definition, it is understood and agreed that Pricing Level IV shall be deemed to be applicable from
the Effective Date until the Administrative Agent’s receipt of the financial statements and related compliance certificate
for the Parent’s first full fiscal quarter ending after the Effective Date (it being understood and agreed that the Company
shall not be permitted to elect pricing by reference to the Ratings Level until such receipt by the Administrative Agent of such
financial statements and compliance certificate), and adjustments to the Pricing Level then in effect shall thereafter be effected
in accordance with the terms of this definition.


 


Leverage Level Determination


 


	Leverage Level	Net Leverage Ratio
	 	 
	Level 1	≤ 0.50 to 1.00
	 	 
	Level 2	> 0.50 to 1.00 but
	 	≤ 1.00 to 1.00
	Level 3	> 1.00 to 1.00 but
	 	≤ 1.75 to 1.00
	Level 4	>1.75 to 1.00 but
	 	≤ 2.50 to 1.00
	Level 5	> 2.50 to 1.00
	 	 


 


If at any time the Parent fails to deliver the quarterly or
annual financial statements or related compliance certificates required under Section 5.01 on or before the date such statements
or certificates are due, Leverage Level 5 shall be deemed applicable for the period commencing three (3) Business Days after such
required date of delivery and ending on the date which is three (3) Business Days after such statements or certificates are actually
delivered, after which the Leverage Level shall be determined in accordance with this definition.


 


Except as otherwise provided in the paragraph below or in the
immediately preceding paragraph, adjustments, if any, to the Leverage Level then in effect shall be effective three (3) Business
Days after the Administrative Agent has received the applicable financial statements and certificates (it being understood and
agreed that each change in Leverage Level shall apply during the period commencing on the effective date of such
change and ending on the date immediately preceding the effective date of the next such change).


 






    9


     


    

 


Ratings Level Determination


 


	Ratings Level	Public Debt Ratings
	 	(S&P / Moody’s / Fitch)
	 	 
	Level A	A- / A3 / A- or higher
	 	 
	Level B	BBB+ / Baa1 / BBB+
	 	 
	Level C	BBB / Baa2 / BBB
	 	 
	Level D	BBB- / Baa3 / BBB-
	 	 
	Level E	BB+ / Ba1 / BB+ or lower
	 	 


 


For purposes of the foregoing, (a) if only one of S&P, Moody’s
or Fitch shall have in effect a Public Debt Rating, the Ratings Level shall be determined by reference to the available rating;
(b) if none of S&P, Moody’s or Fitch shall have in effect a Public Debt Rating, the Ratings Level will be set in accordance
with Level E; (c) if all three of the rating agencies shall have a Public Debt Rating in effect and the ratings established by
each of S&P, Moody’s and Fitch shall fall within three different Levels in the immediately foregoing table (such Level
A, Level B, Level C, Level D and Level E, collectively, the “Levels” and each a “Level”),
the Ratings Level shall be based upon the intermediate Level; (d) if all three of the rating agencies shall have a Public Debt
Rating in effect and two out of the three ratings of S&P, Moody’s and Fitch are at the same Level, then the Ratings Level
shall be based on such Level, (e) if only two Public Debt Ratings from S&P, Moody’s and Fitch are available and such
ratings fall within different Levels, then the Ratings Level shall be based on the higher rating unless such ratings differ by
two or more Levels, in which case the applicable Ratings Level will be deemed to be one Level above the lower of such Levels, (f)
if any rating established by S&P, Moody’s or Fitch shall be changed, such change shall be effective as of the date on
which such change is first announced publicly by the rating agency making such change; (g) if S&P, Moody’s or Fitch shall
change the basis on which ratings are established, each reference to the Public Debt Rating announced by S&P, Moody’s
or Fitch, as the case may be, shall refer to the then equivalent rating by S&P, Moody’s or Fitch, as the case may be
(and if there is no such equivalent rating, to the rating most recently in effect prior to such change); and (h) if any such rating
agency shall cease to be in the business of rating corporate debt obligations, the Company and the Lenders shall negotiate in good
faith to amend this definition to reflect the unavailability of ratings from such rating agency and, pending the effectiveness
of such amendment, the Ratings Level shall be determined by reference to the rating (and the Level applicable thereto) most recently
in effect prior to such cessation.


 


“Approved Electronic Platform”
has the meaning assigned to it in Section 8.03(a).


 


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


 


“Approved Jurisdictions”
means Ireland, Switzerland, Luxembourg, the United States and England and Wales.


 


“Arrangers”
means (i) each of JPMCB, Merrill
Lynch, Pierce, Fenner & Smith IncorporatedBofA
Securities, Inc., MUFG Bank, Ltd., Citigroup Global Markets Inc. and U.S. Bank National Association in its capacity
as a joint bookrunner and joint lead arranger hereunder. for
the Revolving Credit Facility and (ii) each of U.S. Bank National Association, JPMCB, BofA Securities, Inc. and Wells Fargo Securities,
LLC in its capacity as a joint bookrunner and joint lead arranger hereunder for the Term Loan Facility.




 






    10


     


    

 


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


 


“Augmenting
Lender” is defined in Section 2.20.


 


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


 


“Bail-In
Action” means 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” means, 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.


 


“Banking
Services” means each and any of the following bank services provided to the Parent or any Subsidiary by any Lender or
any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, commercial credit cards and purchasing
cards), (b) stored value cards, (c) merchant processing services and (d) treasury management services (including, without limitation,
controlled disbursement services, automated clearinghouse transactions, return items services, any direct debit scheme or arrangement,
overdraft services and interstate depository network services).


 


“Banking
Services Agreement” means any agreement entered into by the Parent or any Subsidiary in connection with Banking Services.


 


“Bankruptcy
Event” means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors
or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination
of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof, provided
that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest,
in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides 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 permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow
or disaffirm any contracts or agreements made by such Person.


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership
Regulation.


 


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


 


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


 






    	 	11	 



     


    

 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.


 


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


 


“Borrower”
means the Company or any Affiliate Borrower.


 


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


 


“Borrowing
Request” means a request by any Borrower for a Revolving Borrowing
in accordance with Section 2.03 in substantially the form attached hereto as Exhibit G-1 or such other form as the
Administrative Agent may approve from time to time.


 


“Business
Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in the relevant Agreed Currency in the London
interbank market or the principal financial center of such Agreed Currency (and, if the Borrowings or LC Disbursements which are
the subject of a borrowing, drawing, payment, reimbursement or rate selection are denominated in euro, the term “Business
Day” shall also exclude any day on which the TARGET2 payment system is not open for the settlement of payments in euro).


 


“Cash
Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative
Agent, the applicable Issuing Bank and the Revolving Lenders,
as collateral or support for the LC Exposure, cash or deposit account balances, or a standby letter of credit from a financial
institution satisfactory to the Administrative Agent, in each case pursuant to documentation in form and substance reasonably
satisfactory to the Administrative Agent and the applicable Issuing Bank (which documents are hereby consented to by the Lenders).
Derivatives of such term shall have corresponding meanings.


 


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


 


“Charges”
has the meaning assigned to such term in Section 9.14.


 






    	 	12	 



     


    

 


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


 


“Code”
means the Internal Revenue Code of 1986.


 


“Combination”
has the meaning assigned to such term in Section 2.09(b).


 


“Combined
Lender” has the meaning assigned to such term in Section 2.09(b).


 


“Commitment”
means, (a) the Revolving Commitments and the Term Loan Commitments
and (b) with respect to each Lender, the commitment of such Lender to make Revolving
Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the
maximum aggregate amountsum of such Lender’s
Revolving Credit Exposure hereunder, as such commitment may be (a) reduced or terminated from
time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section
2.20 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant
to Section 9.04Commitment and
Term Loan Commitment. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or
in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the New
York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C) or other documentation contemplated hereby pursuant to which
such Lender shall have assumed its Commitment pursuant to the terms
hereof, as applicable.


 


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


 


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


 


“Company”
means Pentair Finance S.à r.l., a Luxembourg private limited liability company (Sociétésociété
à responsabilité limitée), having its registered office at 26, Boulevard Royal, L-2449 Luxembourg,
Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (R.C.S.Registre
de commerce et des sociétés, Luxembourg) under number B.166305.


 


“Computation
Date” is defined in Section 2.04.


 


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


 


“Consolidated
Subsidiary” means, as of any date, any Subsidiary or other entity the accounts of which would be consolidated with those
of the Parent in its consolidated financial statements as of such date prepared in accordance with GAAP.


 


“Consolidated
Total Assets” means the total consolidated assets of the Parent and its Subsidiaries, in each case determined in accordance
with GAAP.


 






    	 	13	 



     


    

 


“Country
Risk Event” means:


 


(a)          any
law, action or failure to act by any Governmental Authority in any Borrower’s or Letter of Credit beneficiary’s country
which has the effect of:


 


(i)       changing
the obligations of any Issuing Bank or the Lenders under the relevant Letter of Credit, the Agreement or any of the other Loan
Documents as originally agreed or otherwise creating any additional liability, cost or expense to any Issuing Bank, the Lenders
or the Administrative Agent from that which exists on the Effective Date,


 


(ii)      changing
the ownership or control by such Borrower or Letter of Credit beneficiary of its business, or


 


(iii)     preventing
or restricting the conversion into or transfer of the applicable Agreed Currency;


 


(b)          force
majeure; or


 


(c)          any
similar event,


 


which, in relation to (a), (b) and
(c), directly or indirectly, prevents or restricts the payment or transfer of any amounts owing under the relevant Letter of Credit
in the applicable Agreed Currency into an account designated by the Administrative Agent or such Issuing Bank and freely available
to the Administrative Agent or such Issuing Bank.


 


“Covered
Entity” means any of the following:


 


(i)
a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(ii)
a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(iii)
a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Covered
Party” has the meaning assigned to it in Section 9.18.


 


“Credit
Event” means a Borrowing, the issuance, renewal or extension of a Letter of Credit, the amendment of a Letter of Credit
that increases the face amount thereof, an LC Disbursement or any of the foregoing.


 


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


 


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


 






    	 	14	 



     


    

 


“Debt”
means, with respect to any Person at any date, without duplication, (i) all obligations of such Person for borrowed money,
(ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations
of such Person to pay the deferred purchase price of property or services, except trade accounts payable and accrued
liabilities (including employee compensation and benefit obligations) arising in the ordinary course of business, (iv) the
outstanding principal obligations of such Person as lessee under capital leases, (v) all Debt of others secured by a Lien on
any asset of such Person, whether or not such Debt is assumed by such Person (it being understood that if such Debt has not
been assumed by such Person, the amount of such Debt shall be deemed to be the lesser of the fair market value at such date
of such asset and the amount of such Debt), (vi) the aggregate outstanding investment or claim held by purchasers, assignees
or transferees of (or of interests in) receivables of such Person in connection with any Securitization Transaction, (vii)
all non-contingent reimbursement obligations of such Person under letters of credit and bank guarantees, and (viii) all Debt
(as defined above) of others Guaranteed by such Person. Notwithstanding the foregoing, Debt shall exclude (a) any
“earnouts” or similar obligations accrued in respect of any Permitted Acquisition, (b) any obligations in respect
of customer advances in the ordinary course of business consistent with past practices and (c) defeased and/or discharged
indebtedness so long as (i) neither the Parent nor any Subsidiary has any liability (contingent or otherwise) with respect to
such indebtedness and (ii) the cash, securities and/or other assets used to defease and/or discharge such indebtedness are
not, directly or indirectly, an asset of the Parent or any Subsidiary. In the event any of the foregoing Debt is limited to
recourse against a particular asset or assets of such Person, the amount of the corresponding Debt shall be equal to the
lesser of the amount of such Debt and the fair market value of such asset or assets at the date for determination of the
amount of such Debt. For the avoidance of doubt, the amount of Debt of any Person at any date will be calculated
without duplication of any Guarantee in respect thereof.


 


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


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.


 


“Defaulting
Lender” means any Lender that (a) has failed, within three (3) Business Days of the date required to be funded or paid,
to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii)
pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such
Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination
that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied,
(b) has notified the Company or any Credit Party in writing, or has made a public statement to the effect, that it does not intend
or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates
that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified
and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other
agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by the Company or
the Administrative Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender
that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations
in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory
to it and the Administrative Agent, or (d) has become the subject of (A) a Bankruptcy Event and/or (B) a Bail-In Action.


 


“Designated
Borrower” means, unless otherwise specified by the Administrative Agent to the Company and the Lenders, any Affiliate
Borrower that is organized under the laws of Luxembourg or any other jurisdiction designated from time to time by the Administrative
Agent due to operational limitations relating to the ability to fund ABR Loans to such Affiliate Borrower.


 


“Designated
Loan” means a Designated Revolving Loan or a Designated Swingline Loan, as applicable.


 


“Designated
Revolving Loan” means a Revolving Loan denominated in Dollars to a Designated Borrower.


 






    	 	15	 



     


    

 


“Designated
Swingline Loan” means a Swingline Loan denominated in Dollars to a Designated Borrower.


 


“Designated
Persons” means any Person listed on a Sanctions List.


 


“Disqualified
Institutions” means Persons that are reasonably determined by the Company to be competitors of the Company or its Subsidiaries
and which have been specifically identified by the Company to the Administrative Agent and the Lenders in writing prior to the
Effective Date; provided that, the Company, by notice to the Administrative Agent and the Lenders after the Effective Date,
shall be permitted to supplement from time to time in writing by name the list of Persons that are Disqualified Institutions to
the extent that the Persons added by such supplements are competitors (or Affiliate thereof, to the extent such Affiliate (x) is
clearly identifiable as an affiliate of such competitor solely by similarity of such Affiliate’s name and (y) is not a bona
fide debt investment fund that is an Affiliate of such competitor) of the Company or its Subsidiaries, and each such supplement
shall become effective three (3) Business Days after delivery thereof to the Administrative Agent and the Lenders (including through
an Approved Electronic Platform) in accordance with Section 9.01, but which shall not apply retroactively to disqualify any Persons
that have previously acquired an assignment or participation interest in the Loans (but solely with respect to such Loans). It
is understood and agreed that (i) the Administrative Agent shall have no responsibility or liability to determine or monitor whether
any Lender or potential Lender is a Disqualified Institution, (ii) the Company’s failure to deliver such list (or supplement
thereto) in accordance with Section 9.01 shall render such list (or supplement) not received and not effective and (iii) “Disqualified
Institution” shall exclude any Person that the Company has designated as no longer being a “Disqualified Institution”
by written notice delivered to the Administrative Agent from time to time in accordance with Section 9.01.


 


“Disregarded
Entity” means an entity that, pursuant to Treas. Reg. § 301.7701-2(c)(2), is disregarded for U.S. federal income
Tax purposes as an entity separate from its owner.


 


“Documentation
Agent” means (i) each of Wells Fargo Bank, National
Association, HSBC Bank USA, National Association, Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Bank of Montreal, London
Branch and Intesa Sanpaolo S.p.A. in its capacity as documentation agent for the credit facility
evidenced by this AgreementRevolving Credit Facility
and (ii) Bank of America, N.A. and Wells Fargo Bank, National Association in its capacity as documentation agent for the Term
Loan Facility.


 


“Dollar
Amount” of any currency means, at the time of determination thereof, (a) if such amount is expressed in Dollars, such
amount, (b) if such amount is expressed in a Foreign Currency, the equivalent of such amount in Dollars determined by using the
rate of exchange for the purchase of the Dollars with such Foreign Currency in the London foreign exchange market at or about 11:00
a.m. London time (or New York time, as applicable) on a particular day as displayed by ICE Data Services as the “ask price”,
or as displayed on such other information service which publishes that rate of exchange from time to time in place of ICE Data
Services (or if such service ceases to be available, the equivalent of such amount in Dollars as determined by the Administrative
Agent, in consultation with the Company, using any reasonable method of determination it deems reasonably appropriate) and (c)
if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative
Agent, in consultation with the Company, using any reasonable method of determination it deems reasonably appropriate.


 


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


 


“Domestic
Subsidiary” means each Subsidiary of the Parent other than a Foreign Subsidiary.


 


“DQ List”
has the meaning specified in Section 9.04(e)(iv) hereof.


 






    	 	16	 



     


    

 


“EBITDA”
means, for any period, the sum of the consolidated net income of the Parent for such period excluding the effect of (a) any non-cash
gains (including any non-cash gains arising from the adoption of mark-to-market accounting with respect to pension or other retirement
benefit plans); (b) any non-cash losses, charges and expenses (including any non-cash loss, charge or expense arising from the
adoption of mark-to-market accounting with respect to pension or other retirement benefit plans); (c) any earnings from discontinued
operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose
of such operations, such earnings shall be excluded in the calculation of EBITDA (i) only when and to the extent such operations
are actually disposed of and (ii) if the sales revenue generated by the applicable entity or business unit in the twelve (12) months
prior to such disposition was $25,000,000 or more); (d) fees, costs, expenses, premiums, make-whole or penalty payments and other
similar items incurred after the Effective Date arising out of (i) Permitted Acquisitions, (ii) investments and dispositions not
prohibited by this Agreement and (iii) any incurrence, issuance, repayment or refinancing of Debt permitted by this Agreement;
(e) any losses, charges, costs and expenses from discontinued operations plus, to the extent deducted in determining such consolidated
net income, but without duplication, Interest Expense, taxes on or measured by income, depreciation, amortization, non-cash stock-based
compensation expenses; (f) any losses, charges, costs and expenses from restructurings and casualty events (not to exceed 10% of
EBITDA for such period); (g) any unusual or non-recurring losses, charges, costs and expenses to the extent deducted in the calculation
of consolidated net income (together with the amount added back pursuant to clause (h) below, not to exceed 10% of EBITDA);
and (h) any cost-savings and cost synergies resulting from a Permitted Acquisition projected in good faith by the Parent to be
realized within 18 months of such acquisition (together with the amounts in clause (g) above, not to exceed 10% of EBITDA).


 


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


 


“EEA Financial
Institution” means (a) any 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” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


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


 


“Effective
Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance
with Section 9.02).


 


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


 


“Eligible
Subsidiary” means any (i) Subsidiary incorporated or organized under the laws of an Approved Jurisdiction and (ii) Subsidiary
that is approved from time to time by the Administrative Agent and each of the Revolving
Lenders.


 






    	 	17	 



     


    

 


be zero for the purposes of this Agreement)
plus (ii) the Applicable Rate for Eurocurrency Borrowings.


 


“Event
of Default” has the meaning assigned to such term in Article VII; provided that any requirement for the
giving of notice, the lapse of time, or both, or any other condition has been satisfied.


 


“Excluded
Swap Obligation” means, with respect to any Loan Party, any Specified Swap Obligation if, and to the extent that, all
or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Specified
Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order
of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (a) by virtue of such
Loan Party’s failure for any reason to constitute an ECP at the time the Guarantee of such Loan Party or the grant of such
security interest becomes or would become effective with respect to such Specified Swap Obligation or (b) in the case of a Specified
Swap Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision
thereto), because such Loan Party is a “financial entity,” as defined in Section 2(h)(7)(C)(i) of the Commodity Exchange
Act (or any successor provision thereto), at the time the Guarantee of such Loan Party or the grant of such security interest becomes
or would become effective with respect to such related Specified Swap Obligation. If a Specified Swap Obligation arises under a
master agreement governing more than one swap, such exclusion shall apply only to the portion of such Specified Swap Obligation
that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.


 


“Excluded
Taxes” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment
to be made by or on account of any obligation of any Borrower or any guarantor under any Loan Document, (a) Taxes imposed on or
measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed by the jurisdiction
under the laws of which such recipient is organized or in which it has a principal office or, in the case of any Lender, in which
its applicable lending office is located or (ii) that are Other Connection Taxes, (b) in the case of a Lender, any U.S. federal
withholding Tax that is imposed on amounts payable to or for the account of such Lender with respect to an applicable interest
in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender becomes a party to
this Agreement (other than pursuant to an assignment request by the Company or any other Borrower under Section 2.19(b))
or (ii) designates a new lending office, except in each case to the extent that such Lender (or its assignor, if any) was entitled,
immediately before the designation of a new lending office (or an assignment), to receive additional amounts pursuant to Section
2.17(a), (c) Taxes attributable to such recipient’s failure to comply with Section 2.17(e), (d) any withholding
tax that is imposed under FATCA and (e) any Luxembourg registration duties (droits d'enregistrement) payable in the case
of a voluntary registration of any Loan Documents by the Lenders with the Administration de l'Enregistrement et,
des Domaines et de la TVA in Luxembourg,
when such registration is not required to enforce their rights under the Loan Documents.


 


“Existing
Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of October 3, 2014, by and among
the Company, the Parent, the other subsidiaries of the Parent party thereto, the financial institutions party thereto as lenders
and Bank of America, N.A. as administrative agent (including any amendment, restatement or replacement thereof prior to the Effective
Date).


 


“Extended
Maturity Date” has the meaning assigned to such term in Section 2.25(a).


 


“Extending
Lender” has the meaning assigned to such term in Section 2.25(b).


 






    	 	19	 



     


    

 





“Insolvency
Regulation” shall mean the Regulation EU 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency
proceedings (recast).


 


“Interest
Coverage Ratio” means, for any period, the ratio of (i) EBITDA for such period to (ii) Interest Expense for such period.


 


“Interest
Expense” means, for any period, the sum, without duplication, of consolidated interest expense of the Parent and its
Subsidiaries for such period (including, in each case to the extent included in interest expense on the Parent’s consolidated
income statement, the interest component of capital leases, the interest component of Synthetic Lease Obligations, facility, commitment
and usage fees, and fees for standby letters of credit), plus consolidated yield or discount accrued, during such period
on the aggregate outstanding investment or claim held by purchasers, assignees or other transferees of (or of interests in) receivables
of the Parent and its Subsidiaries in connection with any Securitization Transaction (regardless of the accounting treatment of
such Securitization Transaction), plus net payments (if any) pursuant to Hedging Agreements, minus the sum (without duplication)
of (a) annual administrative agent fees, (b) costs associated with obtaining swap agreements and any interest expense attributable
to the movement of the mark-to-market valuation of obligations under swap agreements or other derivative instruments and any one-time
costs associated with breakage in respect of swap agreements for interest rates, (c) costs associated with the issuance or incurrence
of debt, including amortization and write-off of deferred and other financing fees, debt issuance costs, commissions, fees and
expenses and original issue discount, (d) PIK interest, (e) any non-cash expense in respect of any interest component relating
to accretion or accrual of discounted liabilities and (f) net receipts (if any) pursuant to Hedging Agreements.


 


“Interest
Election Request” means a request by the applicable Borrower to convert or continue a Revolving
Borrowing in accordance with Section 2.08 in substantially the form attached hereto as Exhibit G-2
or such other form as the Administrative Agent may approve from time to time.


 


“Interest
Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June,
September and December and the applicable Maturity Date,
(b) with respect to any Eurocurrency Loan (including a Eurocurrency Swingline Loan), the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than
three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’
duration after the first day of such Interest Period and the applicable
Maturity Date, and (c) with respect to any Swingline Loan (other than a Eurocurrency Swingline Loan), the day that
such Loan is required to be repaid and the applicable Maturity
Date.


 


“Interest
Period” means (a) with respect to any Eurocurrency Borrowing (other than a Eurocurrency Swingline Loan), the period
commencing on the date of such Borrowing and ending on the day that is one week thereafter or the numerically corresponding day
in the calendar month that is one, two, three or six months thereafter (or such other period of time as is acceptable to each
of the applicable Lenders), as the applicable Borrower (or
the Company on behalf of the applicable Borrower) may elect and (b) with respect to any Eurocurrency Swingline Loan, the period
commencing on the date of such Loan and ending on the date one week thereafter; provided, that (i) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless,
in the case of a Eurocurrency Borrowing (other than a Eurocurrency Swingline Loan) only, such next succeeding Business Day would
fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurocurrency Borrowing (other than a Eurocurrency Swingline Loan) that commences on the last Business
Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest
Period), other than a one-week Interest Period, shall end on the last Business Day of the last calendar month of such Interest
Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such


 






    	 	22	 



     


    

 


(iv)     a
U.S. limited liability company (“LLC”), provided the ultimate recipients of the interest would be Irish Qualifying
Lenders within paragraph (i), (ii) or (iii) of this definition and the business conducted through the LLC is so structured for
market reasons and not for tax avoidance purposes;


 


provided that, in the case
of (i), (ii), (iii), and (iv), the company does not provide its commitment in connection with a trade or business which is carried
on in Ireland through a branch or agency; or


 


(c)          a
body corporate which:


 


(i)       advances
money in the ordinary course of a trade which includes the lending of money and whose Facility Office is located in Ireland; and


 


(ii)      in
whose hands any interest payable in respect of money so advanced is taken into account in computing the trading income of that
company; and


 


(iii)     which
has complied with the notification requirements set out in Section 246(5)(a) of the Irish TCA.


 


(d)          a
qualifying company within the meaning of Section 110 of the Irish TCA; or


 


(e)          an
investment undertaking within the meaning of Section 739B of the Irish TCA; or


 


(f)           an
Irish Treaty Lender; or


 


(g)          an
exempted approved scheme within the meaning of Section 774 of the Irish TCA.


 


“Irish
TCA” means the Taxes Consolidation Act, 1997 of Ireland.


 


“Irish
Treaty Lender” means a Lender which is on the date the relevant payment is made entitled under a double taxation agreement
(an “Irish Treaty”) in force on that date between Ireland and another jurisdiction to that payment without any
withholding for or on account of Irish Tax (subject to the completion of any procedural formalities) and which does not carry on
a business in Ireland through a permanent establishment with which that Lender’s participation in the Loan is effectively
connected.


 


“Issuing
Bank” means each of JPMCB, Bank of America, N.A., MUFG Bank, Ltd., Citibank, N.A., U.S. Bank National Association and
each other Revolving Lender designated by the Company as
an “Issuing Bank” hereunder that has agreed to such designation (and is reasonably acceptable to the Administrative
Agent), each in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in
Section 2.06(i). Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates
or branches of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch,
as applicable, with respect to Letters of Credit issued by such Affiliate.


 


“JPMCB”
means JPMorgan Chase Bank, N.A.


 


“Knowledge”
means the actual knowledge of a Responsible Officer, without giving effect to imputed or constructive knowledge or giving rise
to any duty to investigate.


 


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


 


“LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn Dollar Amount of all outstanding Letters of Credit at such time which
are then available plus (b) the aggregate Dollar Amount of all LC Disbursements that have
not yet been reimbursed by or on behalf of the Company at such time. The LC Exposure of any Revolving
Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.


 






    	 	24	 



     


    

 


“Lender Notice Date” has the meaning
assigned to such term in Section 2.25(b).


 


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


 


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


 


“Letter of Credit” means
any standby or commercial letter of credit issued pursuant to this Agreement.


 


“LIBO Rate” means, with
respect to any Eurocurrency Borrowing denominated in any Agreed Currency and for any applicable 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 such Agreed Currency for a period equal in length to such Interest Period as displayed 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
as shall be selected by the Administrative Agent from time to time in its reasonable discretion (in each case the “LIBOR
Screen Rate”) at approximately 11:00 a.m., London time, on the Quotation Day for such Agreed Currency and Interest Period;
provided that, if the LIBOR Screen Rate as so determined would be less than zero, such rate shall be deemed to be zero for
the purposes of this Agreement; provided, further, that if a LIBOR Screen Rate shall not be available at such time
for such Interest Period (the “Impacted Interest Period”), then the LIBO Rate for such Agreed Currency and such
Interest Period shall be the Interpolated Rate; provided, that, if any Interpolated Rate as so determined would be less
than zero, such rate shall be deemed to be zero for the purposes of this Agreement. It is understood and agreed that all of the
terms and conditions of this definition of “LIBO Rate” shall be subject to Section 2.14.


 


“LIBOR Screen Rate” has
the meaning assigned to such term in the definition of “LIBO Rate”.


 


“Lien” means any interest
in property securing any obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest
is based on the common law, statute, regulation, decree or contract, including (a) any lien or security interest arising from any
mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or consignment or bailment for security purposes
and (b) the interest of a person under a capital lease (but excluding the interest of a lessor under an operating lease).


 


“Liquidity” means, at
any time, the amount of unrestricted an unencumbered cash and cash equivalent investments of the Parent and its Subsidiaries at
such time that is not subject to any Lien other than Liens permitted under Section 6.03 that is in excess of $5,000,000
but in no event to exceed $250,000,000.


 






    	 	25	 



     


    

 


“Loan Documents”
means this Agreement, each Affiliate Borrowing Agreement, each Affiliate Borrowing Termination, any promissory notes executed
and delivered pursuant to Section 2.10(d), each Borrowing Request and any and all other instruments and documents executed
and delivered in connection with any of the foregoing.


 


“Loan Party” means the
Parent, the Company, the Swiss Guarantor and each Affiliate Borrower.


 


“Loans” means the loans
made by the Lenders to the Borrowers pursuant to this Agreement, it being understood that conversions and continuations of Loans
are not Loans hereunder.


 


“Local Time” means (i)
Chicago time in the case of a Loan, Borrowing or LC Disbursement denominated in Dollars (other than Designated Loans) and (ii)
local time in the case of a Loan, Borrowing or LC Disbursement denominated in a Foreign Currency and Designated Loans (it being
understood that such local time shall mean London, England time unless otherwise notified by the Administrative Agent).


 


“Luxembourg” means the Grand Duchy
of Luxembourg.


 


“Luxembourg
Debtor Relief Laws” means (i) bankruptcy (faillite) within the meaning of Articles 437 et seq. of the
Luxembourg Commercial Code, (ii) controlled management (gestion contrôlée) within the meaning of the Luxembourg
grand-ducal regulation of Maydated
24, May
1935 on controlled management, (iii) voluntary arrangement with creditors (concordat préventif de la faillite)
within the meaning of the Luxembourg law ofdated
14 April 14, 1886 on arrangements to prevent insolvency amended, (iv)
suspension of payments (sursis de paiement) within the meaning of Articles 593 et seq. of the Luxembourg Commercial
Code, and (v) voluntary or compulsory liquidation pursuant to the Luxembourg law ofdated
10 August 10, 1915 on commercial companies,
as amended.


 


“Luxembourg
Person” means an entity that (i) is organized under the laws of the Grand-Duchy of
Luxembourg, (ii) has its center of main interests, within the meaning of the Insolvency Regulation, in Luxembourg
or (iii) has an establishment, within the meaning of the Insolvency Regulation, in Luxembourg.


 


“Luxembourg Relief” means
bankruptcy (faillite), controlled management (gestion contrôlée), voluntary arrangement with creditors
(concordat préventif de faillite), suspension of payments (sursis de paiement) and voluntary or compulsory
liquidation, as such terms are understood within the Luxembourg Debtor Relief Laws, and also means any other proceedings affecting
the rights of creditors generally or the appointment of an interim administrator (administrateur provisoire).


 


“Material Adverse Effect”
means a material adverse effect on (i) the business, assets, operations or financial condition of the Parent and its Subsidiaries
taken as a whole or (ii) the ability of any Loan Party to perform its obligations hereunder.


 


“Material Financial Obligations”
means Debt or Synthetic Lease Obligations of the Parent or any Subsidiary (excluding amounts owed to the Parent or any Subsidiary
that is wholly-owned (except for directors’ qualifying shares)) in an aggregate amount (for all applicable Debt and Synthetic
Lease Obligations, but without duplication) equal to or greater than a Dollar Amount of $75,000,000.


 


“Material Subsidiary”
means (a) each Borrower and (b) each other Subsidiary of the Parent that at the time of determination constitutes a “significant
subsidiary” (as such term is defined in Regulation S-X of the SEC as in effect on the date of this Agreement).


 








    	 	26	 



     


    

 





“Maturity
Date” means the five year anniversary of the EffectiveRevolving
Credit Maturity Date or the Term Loan Maturity Date, as extended (in the
case of each Lender consenting thereto) pursuant to Section 2.25may
be.


 


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


 


“Net Leverage Ratio”
means, as of the last day of any period of four consecutive fiscal quarters, the ratio of (a) (i) the sum (without duplication)
of the outstanding principal amount of all Debt (excluding, without duplication, Synthetic Lease Obligations) of the Parent and
its Consolidated Subsidiaries determined on a consolidated basis as of such date, minus (ii) Liquidity as of such date,
to (b) EBITDA for the period of four consecutive fiscal quarters then ended; provided that for purposes of calculating EBITDA
pursuant to this clause (b), the consolidated net income of any Person or business unit acquired (or divested or liquidated,
if the sales revenue generated by such Person or business unit in the 12 months prior to such divestiture or liquidation was $25,000,000
or more) by the Parent or any Subsidiary during such period (plus, to the extent deducted in determining such consolidated
net income, Interest Expense, income tax expense, depreciation and amortization and non-cash compensation expenses of such Person
or business unit) shall be included (or, in the case of a divestiture or liquidation, excluded) on a pro forma basis for
such period (assuming the consummation of each such acquisition and the incurrence or assumption of any Debt in connection therewith
(or the consummation of such divestiture or liquidation) occurred on the first day of such period) in accordance with Article 11
of Regulation S-X of the SEC.


 


“New Money Credit Event”
means with respect to any Issuing Bank, any increase (directly or indirectly) in such Issuing Bank’s exposure (whether by
way of additional credit or banking facilities or otherwise, including as part of a restructuring) to any Borrower occurring by
reason of (i) any law, action or requirement of any Governmental Authority in such Borrower’s or such Letter of Credit beneficiary’s
country, or (ii) any agreement in relation to clause (i), in each case to the extent calculated by reference to the aggregate Revolving
Credit Exposures outstanding prior to such increase.


 


“Non-Extending Lender” has the
meaning assigned to such term in Section 2.25(b).


 


“Note”
means a note substantially in the form of Exhibit DD-1
or D-2 hereto, as applicable, evidencing the
Loans of the applicable Class made by any applicable
Lender to each applicable Borrower.


 


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


 


“NYFRB Rate” means, for
any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect
on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if both
such rates are not so published for any day that is a Business Day, the term “NYFRB Rate” means the rate quoted for
such day for a federal funds transaction at 11:00 a.m., New York City time, on such day received by the Administrative Agent from
a Federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates
as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Obligations” means all
indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, examinership, receivership
or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities of any
of the Parent and its Subsidiaries to any of the Lenders, any of the Issuing Banks, any indemnified party and the Administrative
Agent, individually or collectively, under this Agreement or any of the other Loan Documents or in respect of any of the Loans
made or reimbursement obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof.


 






    	 	27	 



     


    

 





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


 


“Permitted Acquisition”
means any Acquisition by the Parent or a Subsidiary which satisfies each of the following requirements: (i) no Event of Default
or Default has occurred and is continuing at the time of, or will result upon giving effect to, such Acquisition; and (ii) in the
case of the Acquisition of any Person, the board of directors (or equivalent governing body) of the Person being acquired (or all
of the equity holders thereof) shall have approved such Acquisition.


 


“Person” means an individual,
partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint
venture or Governmental Authority.


 


“Plan” means at any time
an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section
412 of the Code and is either (i) maintained by the Parent or any ERISA Affiliate for employees of the Parent or such ERISA Affiliate
or (ii) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes
contributions and to which the Parent or any ERISA Affiliate is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions.


 


“Plan Asset Regulations”
means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.


 


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


 


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


 


“PTE” means a prohibited
transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.


 


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


 


“QFC
Credit Support” has the meaning assigned to it in Section 9.18.


 


“Public Debt Rating”
means the rating that has been most recently announced by S&P, Moody’s or Fitch, as the case may be, for any class of
non-credit enhanced long-term senior unsecured debt issued by the Company (or if no such rating is then in effect with respect
to such debt, then the corporate, issuer or similar rating with respect to the Parent, that has been most recently announced by
S&P, Moody’s or Fitch, as the case may be), or, if any such rating agency shall have issued more than one such rating,
the lowest such rating issued by such rating agency.


 


“Public Filings” means
any 10-K, 10-Q or 8-K, S-1 or S-4 filed by the Parent, in each case with the SEC after December 31, 2017 and on or before the Effective
Date.


 


“Quotation
Day” means, with respect to any Eurocurrency Borrowing for any Interest Period, (i) if the currency is Pounds
Sterling, the first day of such Interest Period, (ii) if the currency is euro, the day that is two (2) TARGET2 Days before
the first day of such Interest Period, and (iii) for any other currency, two (2) Business Days prior to the commencement of
such Interest Period (unless, in each case, market practice differs in the relevant market where the LIBO Rate for such
currency is to be determined, in which case the Quotation Day will be determined by the Administrative Agent in accordance
with market practice in such market (and if quotations would normally be given on more than one day, then the Quotation Day
will be the last of those days)).


 






    	 	29	 



     


    

 


“Reference Bank Rate”
means the arithmetic mean of the rates (rounded upwards to five decimal places) supplied to the Administrative Agent at its request
by the Reference Banks (as the case may be) as of the applicable time on the Quotation Day for Loans in the applicable currency
and the applicable Interest Period as the rate at which the relevant Reference Bank could borrow funds in the London (or other
applicable) interbank market in the relevant currency and for the relevant period, were it to do so by asking for and then accepting
interbank offers in reasonable market size in that currency and for that period.


 


“Reference Banks” means
such banks as may be appointed by the Administrative Agent in consultation with the Company, in a manner consistent with that applied
by the Administrative Agent generally to substantially similar credit facilities for which it acts as administrative agent. No
Lender shall be obligated to be a Reference Bank without its consent.


 


“Register” has the meaning set
forth in Section 9.04(b).


 


“Related Indemnified Person” has
the meaning assigned to it in Section 9.03(b).


 


“Related Parties” means,
with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,
administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.


 


“Relevant Territory” means:


 


(a)       a member
state of the European Communities (other than Ireland); or


 


(b)       to
the extent not a member state of the European Communities, a jurisdiction with which Ireland has entered into a double taxation
treaty that either has the force of law by virtue of Section 826(1) of the Irish TCA or which will have the force of law on completion
of the procedures set out in Section 826(1) of the Irish TCA.


 


“Replacement Lender” has the meaning
assigned to such term in Section 2.09(b).


 


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


 


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


 






    	 	30	 



     


    

 


“Required
Term Lenders” means, subject to Section 2.24, at any time, Term Lenders having Term Loans and unused Term Loan Commitments
representing more than 50% of the sum of the total outstanding principal amount of Term Loans and unused Term Loan Commitments
at such time.


 


“Responsible Officer”
means (i) with respect to the Company, a Manager of the Company; (ii) with respect to the Parent, the Chief Executive Officer,
the Chief Financial Officer, the Chief Accounting Officer or the Treasurer of the Parent; and (iii) with respect to any other Loan
Party, a manager, a director, the chief executive officer, the chief operating officer, the president, any vice president (if appointed
by the board of directors or similar governing body of such Loan Party), the chief financial officer, the treasurer or any assistant
treasurer of such Loan Party, or any other officer having substantially the same authority and responsibility.


 


“Retired Commitments” has the meaning
assigned to such term in Section 2.09(b).


 


“Revolving
Commitment” means, with respect to each Lender, the commitment of such Lender, if any, to make Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount
of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced or terminated from time to time
pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.20 and (c) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04. The amount of each Lender’s Revolving Commitment
is set forth on Schedule 2.01, or in the Assignment and Assumption or other documentation or record (as such term is defined in
Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C) or other documentation contemplated
hereby pursuant to which such Lender shall have assumed its Revolving Commitment pursuant to the terms hereof, as applicable.
As of the Amendment No. 1 Effective Date, the aggregate amount of the Revolving Lenders’ Revolving Commitments is $900,000,000.


 


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


 


“Revolving
Credit Facility” means the revolving credit facility under this Agreement.


 


“Revolving
Credit Maturity Date” means the five year anniversary of the Effective Date, as extended (in the case of each Revolving
Lender consenting thereto) pursuant to Section 2.25; provided, however, in each case, if such date is not a Business Day, the
Revolving Credit Maturity Date shall be the next preceding Business Day.


 


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


 


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


 


“S&P” means Standard &
Poor’s Financial Services LLC, a subsidiary of S&P Global Inc.


 


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


 






    	 	31	 



     


    

 





monetary authority, the Board, the Financial Conduct Authority,
the Prudential Regulation Authority, the European Central Bank or other Governmental Authority for any category of deposits or
liabilities customarily used to fund loans in the applicable currency, expressed in the case of each such requirement as a decimal.
Such reserve, liquid asset, fees or similar requirements shall include those imposed pursuant to Regulation D of the Board. Eurocurrency
Loans shall be deemed to be subject to such reserve, liquid asset, fee 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 of the Board. The Statutory Reserve Rate 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 Company promptly
of any such adjustment.


 


“Subsidiary” of a Person
means a company, corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Parent.


 


“Supported
QFC” has the meaning assigned to it in Section 9.18.


 


“Surviving Commitment” has the
meaning assigned to such term in Section 2.09(b).


 


“Surviving Lender” has the meaning
assigned to such term in Section 2.09(b).


 


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


 


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


 


“Swingline Foreign Currency Sublimit”
means $45,000,000.


 


“Swingline
Lenders” means each of JPMCB, Bank of America, N.A., MUFG Bank, Ltd., Citibank, N.A., U.S. Bank National Association
and each other Revolving Lender designated by the Company
as a “Swingline Lender” hereunder that has agreed to such designation (and is reasonably acceptable to the Administrative
Agent), each in its capacity as a lender of Swingline Loans hereunder.


 


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


 






    	 	33	 



     


    

 





“Swingline Sublimit”
means as to any Lender (i) the amount set forth opposite such Lender’s name on Schedule 2.05 hereof or (ii) if such
Lender has entered into an Assignment and Assumption, the amount set forth for such Lender as its Swingline Sublimit in the Register
maintained by the Administrative Agent pursuant to Section 9.04(b)(iv) (provided that, in the case of each of the foregoing
clauses (i) and (ii), any increase in the Swingline Sublimit with respect to any Lender shall only require the consent of the Company
and such Lender).


 


“Swiss Borrower” means
any Affiliate Borrower organized under the laws of Switzerland or, if different, is deemed resident in Switzerland for Swiss Withholding
Tax purposes pursuant to Article 9 of the Swiss Withholding Tax Act.


 


“Swiss Guarantor” means
Pentair Investments Switzerland GmbH, a Swiss limited liability company (Gesellschaft mit beschränkter Haftung), with company
number CHE-188.406.956 and its registered address at Freier Platz 10, 8200 Schaffhausen, Switzerland.


 


“Swiss Guidelines”
means, together, the guidelines S-02.122.1 in relation to bonds of April 1999 as issued by the Swiss Federal Tax Administration
(Merkblatt S-02.122.1 vom April 1999 betreffend “Obligationen”), S-02.123 in relation to inter bank transactions
of 22 September 1986 as issued by the Swiss Federal Tax Administration (Merkblatt S-02.123 vom 22 September 1986 betreffend
Zinsen von Bankguthaben, deren Gläubiger Banken sind (Interbankguthaben)), S-02.128 in relation to syndicated credit
facilities of January 2000 (Merkblatt S-02.128 vom Januar 2000 “Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen,
Wechseln und Unterbeteiligungen”), S-02.130.1 in relation to money market instruments and book claims of April 1999
(Merkblatt S-02.130.1 vom April 1999 “Geldmarktpapiere und Buchforderungen inländischer Schuldner”), the
circular letter No. 15 (1-015-DVS-2007) of 7 February 2007 in relation to bonds and derivative financial instruments as
subject matter of taxation of Swiss federal income tax, Swiss withholding tax and Swiss stamp taxes (Kreisschreiben Nr. 15
“Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer und der
Stempelabgaben” vom 3. Oktober 2017) and,
the circular letter No. 34 of 26 July 2011 (1-034-V-2011) in relation to customer credit balances (Kreisschreiben
Nr. 34 “Kundenguthaben” vom 26. Juli 2011) and practice
note 010-DVS-2019 dated 5 February 2019 published by the Swiss Federal Tax Administration regarding Swiss Withholding Tax in the
Group (Mitteilung-010-DVS-2019-d vom 5. Februar 2019 - Verrechnungssteuer: Guthaben im Konzern as issued, and
as amended or replaced from time to time by the Swiss Federal Tax Administration, or as applied in accordance with a tax ruling
(if any) issued by the Swiss Federal Tax Administration, or as substituted or superseded and overruled by any law, statute, ordinance,
regulation, court decision or the like as in force from time to time.


 


“Swiss Loan Party” means
(a) any Loan Party that is organized under the laws of Switzerland, (b) any Loan Party that is treated as resident in Switzerland
for Swiss Withholding Tax purposes and/or (c) any other Loan Party if, as a result of such Loan Party’s obtaining or maintaining
Credit Events hereunder, there is a bona fide risk that any payment hereunder would become subject to taxation for Swiss Withholding
Tax purposes.


 


“Swiss Qualifying Lender”
means (i) any bank as defined in the Swiss Federal Code for Banks and Savings Banks dated 8 November 1934 (Bundesgesetz über
die Banken und Sparkassen) as amended from time to time or (ii) a person or entity which effectively conducts banking activities
with its own infrastructure and staff as its principal business purpose and which has a banking license in full force and effect
issued in accordance with the banking laws in force in its jurisdiction of incorporation, or if acting through a branch, issued
in accordance with the banking laws in the jurisdiction of such branch, all and in each case in accordance with the Swiss Guidelines.


 


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


 






    	 	34	 



     


    

 





“Swiss Non-Qualifying Lender”
means any person which does not qualify as a Swiss Qualifying Lender.


 


“Swiss Ten Non-Bank Rule”
means the rule that the aggregate number of Lenders (other than Swiss Qualifying Lenders) of any Swiss Loan Party under this Agreement
must not at any time exceed ten (10); in each case in accordance with the meaning of the Swiss Guidelines or the applicable legislation
or explanatory notes addressing the same issues that are in force at such time.


 


“Swiss Twenty Non-Bank Rule”
means the rule that (without duplication) the aggregate number of creditors (including the Lenders), other than Swiss Qualifying
Lenders, of the Swiss Borrower under all outstanding debts relevant for classification as debenture (Kassenobligation) (including
debt arising under this Agreement and intra-group loans (if and to the extent intra-group loans are not exempt in accordance with
the ordinance of the Swiss Federal Council of 18 June 2010 amending the Swiss Federal Ordinance on withholding tax and the Swiss
Federal Ordinance on stamp duties with effect as of 1 August 2010)), loans, facilities and/or private placements (including under
this Agreement) must not, at any time, exceed twenty (20); in each case in accordance with the meaning of the Swiss Guidelines.


 


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


 


“Swiss Withholding Tax Act”
means the Swiss Federal Act on the Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer vom 13.
Oktober 1965, SR 642.21), together with the related ordinances, regulations and guidelines, all as amended and applicable from
time to time.


 


“Switzerland” means the Swiss Confederation.


 


“Syndication
Agent” means (i) each of Bank of America, N.A.,
MUFG Bank, Ltd., Citibank, N.A. and U.S. Bank National Association in its capacity as syndication agent for the credit
facility evidenced by this AgreementRevolving Credit
Facility and (ii) U.S. Bank National Association in its capacity as syndication agent for the Term Loan Facility.


 


“Synthetic Lease Obligations”
means obligations under operating leases (as determined pursuant to Statement of Financial Accounting Standards No. 13) of properties
which are reported for United States income tax purposes as owned by the Parent or a Consolidated Subsidiary. The amount of Synthetic
Lease Obligations under any such lease shall be determined in accordance with GAAP as if such operating lease were a capital lease.


 


“TARGET2” means the Trans-European
Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system (or, if such payment system ceases to be operative,
such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable replacement) for the settlement
of payments in euro.


 


“TARGET2 Day” means a day that
TARGET2 is open for the settlement of payments in euro.


 


“Taxes” means any and
all present or future taxes, levies, imposts, duties, deductions, fees, value added taxes, or any other goods and services, use
or sales taxes, assessments, charges or withholdings imposed by any Governmental Authority, including any interest, additions to
tax or penalties applicable thereto.


 


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


 






    	 	35	 



     


    

 





“Term
Loan Commitment” means (a) as to any Term Lender, the aggregate commitment of such Term Lender to make Term Loans as set
forth on Schedule 2.01 or in the Assignment and Assumption or other documentation or record (as such term is defined in Section
9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C) or other documentation contemplated
hereby pursuant to which such Lender shall have assumed its Term Loan Commitment, as applicable and (b) as to all Term Lenders,
the aggregate commitment of all Term Lenders to make Term Loans, which aggregate commitment shall be $200,000,000 on the Amendment
No. 1 Effective Date. After advancing the Term Loan, each reference to a Term Lender’s Term Loan Commitment shall refer
to that Term Lender’s Applicable Percentage of the Term Loans.


 


“Term
Loan Facility” means the term loan facility under this Agreement.


 


“Term
Loan Maturity Date” means the five year anniversary of the Effective Date, as extended (in the case of each Term Lender
consenting thereto) pursuant to Section 2.25; provided, however, in each case, if such date is not a Business Day, the Term Loan
Maturity Date shall be the next preceding Business Day.


 


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


 


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


 


“Trade Date” has the meaning specified
in Section 9.04(e)(i) hereof.


 


“Transactions” means
the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing of Loans,
the use of the proceeds thereof and the issuance of Letters of Credit hereunder.


 


“Type”, when used in
reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing,
is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.


 


“Unfunded Vested Liabilities”
means, with respect to any Plan at any time, the amount (if any) by which (i) the current liability as defined in Section 412(l)(7)
of the Code under such Plan exceeds (ii) the fair market value of all Plan assets allocable to such benefits, all as determined
as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability
of the Parent or any ERISA Affiliate to the PBGC or such Plan under Title IV of ERISA.


 


“United States” and “U.S.”
each mean the United States of America.


 


“U.S. Lender” means a Lender that
is not a Foreign Lender.


 


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


 


“U.S.
Special Resolution Regime” has the meaning assigned to it in Section 9.18.


 


“UK Bankruptcy Event” means:


 






    	 	36	 



     


    

 




 


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


 


“VAT” means (a) any tax
imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax,
as amended (EC Directive 2006/112); and (b) any other tax of a similar nature, whether imposed in a member state of
the European Union in substitution for, or levied in addition to, such tax referred to in clause (a) above, or imposed elsewhere.


 


“Write-Down and Conversion Powers”
means, 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.


 


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


 


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


 


SECTION 1.04 Accounting Terms; GAAP.
Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company
requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or
in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required
Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect
and applied without giving effect to such change until such notice shall have been withdrawn or such provision amended in accordance
herewith.


 






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Notwithstanding any other provision contained
herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and
ratios referred to herein (including computations in respect of compliance with Sections 6.01 and 6.02) shall be
made (a) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards
Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the
Parent, the Company or any Subsidiary at “fair value”, as defined therein and (b) without giving effect to any treatment
of Debt 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 Debt in a reduced or bifurcated
manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof and (ii) except
to the extent contemplated by clause (b) of the second sentence of the definition of “Synthetic Lease Obligations”,
without giving effect to any change to, or modification of, or the phase-in of the effectiveness of any amendments to, GAAP which
would require the capitalization of leases characterized as “operating leases” as of the Effective Date (it being
understood and agreed, for the avoidance of doubt, financial statements delivered pursuant to Section 5.01(a) and 5.01(b)
shall be prepared without giving effect to this sentence).


 


SECTION 1.05 Interest Rates. The
Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, the administration,
submission or any other matter related to the rates in the definition of “LIBO Rate” or with respect to any comparable
or successor rate thereto, or replacement rate therefor (other than, for the avoidance of doubt, with respect to its obligation
to apply the definition of such rate in accordance with its terms).


 


SECTION 1.06 Luxembourg Terms. Notwithstanding
any other provision of this Agreement to the contrary, in this Agreement where it relates to any Affiliate Borrower which is organized
under the laws of Luxembourg, a reference to: (a) a receiver, conservator, trustee, administrator, custodian, assignee for the
benefit of creditors, compulsory manager or other similar officer includes a juge délégué, commissaire,
juge-commissaire, mandataire ad hoc, administrateur provisoire, liquidateur or curateur; (b) liquidation, bankruptcy,
insolvency, reorganization, moratorium or any similar proceeding shall include (i) insolvency/bankruptcy (faillite) within
the meaning of Articles 437 ffet
seq. of the Luxembourg Commercial Code, (ii) controlled management (gestion
contrôlée) within the meaning of the grand ducal regulation of 24 May 1935 on controlled management, (iii) voluntary
arrangement with creditors (concordat préventif de la faillite) within the meaning of the law of 14 April 1886 on
arrangements to prevent insolvency, as amended, (iv) suspension of payments (sursis de paiement) within the meaning of Articles
593 ffet seq.
of the Luxembourg Commercial Code or (v) voluntary or compulsory winding-up pursuant to the law of 10 August 1915 on commercial
companies, as amended, (c) a lien or security interest includes any hypothèque, nantissement, gage, privilège,
sûreté réelle, droit de rétention, and any type of security in rem (sûreté réelle)
or agreement or arrangement having a similar effect and any transfer of title by way of security; (d) a person being unable to
pay its debts includes that person being in a state of cessation of payments (cessation de paiements) or having lost or
meeting the criteria to lose its commercial creditworthiness (ébranlement de crédit); (e) attachments
or similar creditors process means an executory attachment (saisie exécutoire) or conservatory attachment (saisie
arrêt); and (f) a “set-off” includes, for purposes of Luxembourg law, legal set-off.


 


SECTION 1.07 Certain Calculations.
No Default or Event of Default shall arise as a result of any limitation or threshold set forth in Dollars in Articles VI
and VII under this Agreement being exceeded solely as a result of changes in currency exchange rates from those rates applicable
on the last day of the fiscal quarter of the Parent immediately preceding the fiscal quarter of the Parent in which such transaction
requiring a determination occurs.


 


SECTION
1.08Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability
of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been
transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new
Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its equity
interests at such time.


 






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ARTICLE II.


 


THE CREDITS


 


SECTION 2.01 Commitments. Subject
to the terms and conditions set forth herein, (a) each Revolving
Lender (severally and not jointly) agrees to make Revolving Loans to the Borrowers in Agreed Loan Currencies from time to time
during the Availability Period in an aggregate principal amount that will not, subject to fluctuations in currency exchange rates
and Section 2.11.2 and subject to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant
to Section 2.10(a)(i), result in (ai)
subject to Section 2.04, the Dollar Amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s
Revolving Commitment, (bii)
subject to Section 2.04, the Dollar Amount of the Total Revolving Credit Exposures exceeding the Aggregate
Commitmentaggregate Revolving Commitments,
(ciii) subject
to Section 2.04, the sum of the aggregate principal Dollar Amount of all Loans outstanding to Affiliate Borrowers exceeding
the Affiliate Borrower Sublimit or (div)
subject to Section 2.04, the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated
in Foreign Currencies, exceeding the Foreign Currency Sublimit, and
(b) each Term Lender with a Term Loan Commitment (severally and not jointly) agrees to make a Term Loan to the Company in Dollars
on the Amendment No. 1 Effective Date, in an amount equal to such Lender’s Term Loan Commitment by making immediately available
funds available to the Administrative Agent’s designated account, not later than the time contemplated by Section 2.07 (to
then be made available to the Company in accordance with Section 2.07). Within the foregoing limits and subject to the
terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts
repaid or prepaid in respect of Term Loans may not be reborrowed.


 


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


 


(b)       Subject
to Section 2.14, (i) each Revolving Borrowing and Term Loan Borrowing
shall be comprised entirely of ABR Loans or Eurocurrency Loans as the relevant Borrower may request in accordance herewith; provided
that each ABR Loan shall only be made in Dollars and no ABR Loan shall be made to a Designated Borrower and (ii) each Swingline
Loan shall be (x) an ABR Loan in the case of a Swingline Loan denominated in Dollars (other than a Designated Swingline Loan),
(y) a Eurocurrency Swingline Loan in the case of a Swingline Loan denominated in any Foreign Currency or (z) a Eurocurrency Swingline
Loan in the case of a Designated Swingline Loan. Each Lender at its option may make any Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.14,
2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that
any exercise of such option shall not affect the obligation of any Borrower to repay such Loan in accordance with the terms of
this Agreement.


 






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(c)       At
the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 (or, if such Borrowing is denominated in a Foreign Currency, 1,000,000
units of such currency) and not less than $5,000,000 (or, if such Borrowing is denominated in a Foreign Currency, 5,000,000
units of such currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $100,000 and not less than $1,000,000; provided that an ABR Revolving Borrowing
may be in an aggregate amount that is equal to the entire unused balance of the Aggregate
Commitmentaggregate Revolving
Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section
2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $25,000 (or, if such Swingline Loan
is denominated in a Foreign Currency, 25,000 units of such currency) and not less than $100,000 (or, if such Swingline Loan
is denominated in a Foreign Currency, 100,000 units of such currency). Borrowings of more than one Type and Class may be
outstanding at the same time; provided that there shall not at any time be more than a total of fifteen (15) Eurocurrency
Borrowings outstanding.


 


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


 


SECTION 2.03 Requests for Revolving
Borrowings. To request a Revolving Borrowing, the applicable Borrower,
or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request (a) by irrevocable written
notice (via a written Borrowing Request signed by the applicable Borrower, or the Company on behalf of the applicable Borrower,
promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 3:00 p.m.,
Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or by irrevocable written
notice (via a written Borrowing Request signed by such Borrower, or the Company on its behalf) not later than three (3) Business
Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed
Borrowing or (b) by telephone in the case of an ABR Borrowing, not later than 12:00 noon, Chicago time, on the Business Day of
the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery,
telecopy or e-mail in accordance with Section 9.01 to the Administrative Agent of a written Borrowing Request signed by the applicable
Borrower, or the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.02:


 


(i)         the name
of the applicable Borrower;


 


(ii)        the aggregate
principal amount of the requested Borrowing;


 


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


 


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


 


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


 


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


 






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


 


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


 


(a)       (i)
each Eurocurrency Borrowing (other than a Eurocurrency Swingline Borrowing) as of the date two (2) Business Days prior to the date
of such Borrowing or, if applicable, the date of conversion/continuation of any Borrowing as a Eurocurrency Borrowing and (ii)
each Eurocurrency Swingline Loan on the date of the making of such Swingline Loan,


 


(b)       the
LC Exposure as of the date of each request for the issuance, amendment to increase, renewal or extension of any Letter of Credit,
and


 


(c)       all
outstanding Credit Events on and as of the last Business Day of each calendar quarter and, during the continuation of an Event
of Default, on any other Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required
Lenders.


 


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


 


SECTION 2.05 Swingline Loans. (a)
Subject to the terms and conditions set forth herein, each Swingline Lender may in its sole discretion make Swingline Loans in
Agreed Loan Currencies to any Borrower from time to time during the Availability Period, in an aggregate principal Dollar Amount
at any time outstanding that will not, subject to fluctuations in currency exchange rates and Section 2.11.2, result in
(i) subject to Section 2.04, the Dollar Amount of the aggregate principal amount of outstanding Swingline Loans made by
such Swingline Lender exceeding such Swingline Lender’s Swingline Sublimit, except to the extent otherwise agreed by such
Swingline Lender and the Company with notice to the Administrative Agent, (ii) subject to Section 2.04, any Swingline Lender’s
Revolving Credit Exposure exceeding its Revolving Commitment,
(iii) subject to Section 2.04, the aggregate principal Dollar Amount of outstanding Swingline Loans exceeding $75,000,000,
(iv) subject to Section 2.04, the Dollar Amount of the Total Revolving Credit Exposures exceeding the Aggregate
Commitmentaggregate Revolving Commitments
or (v) subject to Section 2.04, the Dollar Amount of the aggregate principal amount of outstanding Swingline Loans denominated
in a Foreign Currency exceeding the Swingline Foreign Currency Sublimit; provided that a Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions
set forth herein, any Borrower may borrow, prepay and reborrow Swingline Loans.


 


(b)       To
request a Swingline Loan, the applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the
Administrative Agent of such request by (i) telephone (confirmed by telecopy or e-mail in accordance with Section 9.01) or
via a written request (in accordance with Section 9.01) promptly followed by telephonic confirmation of such request, not
later than 1:00 p.m., Chicago time, on the day of a proposed Swingline Loan in Dollars (other than a Designated Swingline
Loan) and (ii) irrevocable written notice (via a written Borrowing Request signed by the applicable Borrower, or the Company
on behalf of the applicable Borrower, promptly followed by telephonic confirmation of such request), not later than 11:00
a.m., Local Time, on the day of a proposed Eurocurrency Swingline Loan in a Foreign Currency or a Designated Swingline Loan.
Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), applicable
Borrower requesting such Swingline Loan, applicable currency, Interest Period (in the case of a Eurocurrency Swingline Loan),
Type and amount of the requested Swingline Loan and the Swingline Lender to make such Swingline Loan. The Administrative
Agent will promptly advise such Swingline Lender of any such notice received from the Company or any other applicable
Borrower. Unless otherwise directed by the Company or the applicable Borrower, each Swingline Lender shall (subject to such
Swingline Lender’s discretion to make Swingline Loans as set forth in Section 2.05(a)) make each Swingline Loan
to be made by it available to the applicable Borrower by means of a credit to an account of the Company or such other
applicable Borrower with the Administrative Agent designated for such purpose (or, in the case of a Swingline Loan made to
finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the relevant Issuing Bank)
by 3:00 p.m., Local Time, on the requested date of such Swingline Loan.


 






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


 


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


 






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


 


SECTION 2.06 Letters of Credit. (a)
General. Subject to the terms and conditions set forth herein, the Company may request the issuance of Letters of Credit
(or the amendment, renewal or extension of any outstanding Letter of Credit) denominated in Agreed LC Currencies for its own account,
as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the
Administrative Agent, the Company and the Issuing Bank issuing such Letter of Credit, at any time and from time to time during
the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and
conditions of any form of letter of credit application or other agreement submitted by the Company to, or entered into by the Company
with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control; provided, however,
if any Issuing Bank is requested to issue Letters of Credit with respect to a jurisdiction such Issuing Bank deems, in its reasonable
judgment applied generally to substantially similar credit facilities for which it acts as an issuing bank, may at any time subject
it to a New Money Credit Event or a Country Risk Event, the Issuing Bank shall promptly notify the Company of such determination
prior to the issuance of any Letter of Credit, and the Company shall either withdraw its request to issue such Letter of Credit
or, at the request of such Issuing Bank, guaranty and indemnify such Issuing Bank against any and all costs, liabilities and losses
resulting from such New Money Credit Event or Country Risk Event, in each case in a form and substance reasonably satisfactory
to such Issuing Bank. Notwithstanding anything herein to the contrary, no Issuing Bank shall have any obligation hereunder to issue,
and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity
or business of or with any Designated Person, or in any country or territory that, at the time of such funding, is the subject
of any Sanctions, (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (iii)
in any manner that would result in a violation of one or more policies of such Issuing Bank applicable to letters of credit generally.
The Parent unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the support of any Subsidiary’s
obligations as provided in the first sentence of this paragraph, the Parent will be fully responsible for the reimbursement of
LC Disbursements in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section
2.12(b) to the same extent as if it were the sole account party in respect of such Letter of Credit (the Parent hereby irrevocably
waiving any defenses that might otherwise be available to it as a guarantor or surety of the obligations of such a Subsidiary that
is an account party in respect of any such Letter of Credit).


 


(b)       Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the Company shall hand deliver or telecopy (or transmit
by electronic communication, if arrangements for doing so have been approved by such Issuing Bank) to the applicable Issuing
Bank (selected by the Company in its sole discretion) and the Administrative Agent (reasonably in advance of the requested
date of issuance, amendment, renewal or extension, but in any event no less than three (3) Business Days in advance thereof
unless a shorter period is acceptable to the applicable Issuing Bank in its sole discretion) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to
expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed LC Currency
applicable thereto, the name and address of the beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit. If requested by any Issuing Bank, the Company also shall submit a
letter of credit application in a form agreed to by the Company in connection with any request for a Letter of Credit. A
Letter of Credit shall be issued, amended to increase the amount, renewed or extended only if (and upon issuance, amendment
to increase the amount, renewal or extension of each Letter of Credit the Company shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment, renewal or extension, but allowing for fluctuations in currency
exchange rates and subject to Section 2.11.2, (i) subject to Section 2.04, the Dollar Amount of the LC Exposure shall not
exceed $200,000,000, (ii) subject to Section 2.04, the Dollar Amount of the aggregate face amount of all Letters of Credit
issued and then outstanding by any Issuing Bank shall not exceed such Issuing Bank’s Applicable LC Sublimit, (iii)
subject to Section 2.04, the sum of the Dollar Amount of the Total Revolving Credit Exposures shall not exceed the Aggregate
Commitmentaggregate Revolving
Commitments, (iv) subject to Section 2.04, the Dollar Amount of each Lender’s Revolving Credit Exposure
shall not exceed such Lender’s Revolving Commitment and (v) subject to Section 2.04, the Dollar Amount of the total
outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not exceed the Foreign
Currency Sublimit.


 






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(c)       Expiration
Date. Each Letter of Credit shall expire (or, if set forth in such Letter of Credit, be subject to termination by notice from
the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date two years after
the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, two years after such renewal
or extension), unless the Required Revolving Lenders and
the applicable Issuing Bank, in their discretion, have approved a later expiry date in writing and (ii) the date that is five (5)
Business Days prior to the Revolving Credit Maturity Date;
provided that, upon the Company’s request and subject to the approval, in its discretion, by the Administrative Agent and
the applicable Issuing Bank that has issued such Letter of Credit, any such Letter of Credit may have a later expiry date (but
in any event not later than one (1) year after the Revolving Credit
Maturity Date) if Cash Collateralized in compliance with Section 2.06(j) below.


 


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


 






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(e)       Reimbursement.
If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such LC
Disbursement by paying to the Administrative Agent in Dollars the Dollar Amount equal to such LC Disbursement, calculated as
of the date such Issuing Bank made such LC Disbursement (or if such Issuing Bank shall so elect in its sole discretion by
notice to the Company, in such other Agreed LC Currency which was paid by such Issuing Bank pursuant to such LC Disbursement
in an amount equal to such LC Disbursement) not later than 12:00 noon, Local Time, on the date that such LC Disbursement is
made, if the Company shall have received notice of such LC Disbursement prior to 10:00 a.m., Local Time, on such date, or, if
such notice has not been received by the Company prior to such time on such date, then not later than 12:00 noon, Local Time,
on (i) the Business Day that the Company receives such notice, if such notice is received prior to 10:00 a.m., Local Time, on
the day of receipt, or (ii) the Business Day immediately following the day that the Company receives such notice, if such
notice is not received prior to such time on the day of receipt; provided that, subject to the conditions to borrowing
set forth herein, (i) to the extent such LC Disbursement was made in Dollars, such payment shall, automatically and without
notice, be financed with (x) if the LC Disbursement is equal to or greater than $1,000,000, an ABR Revolving Borrowing in
Dollars or, at the Company’s election, a Swingline Loan, or (y) if the LC Disbursement is equal to or greater than
$100,000 but less than $1,000,000, a Swingline Loan, in each case in an amount equal to such LC Disbursement or (ii) to the
extent such LC Disbursement was made in a Foreign Currency, the Company may request in accordance with Section 2.03 that such
payment be financed with (i) an ABR Revolving Borrowing or Eurocurrency Revolving Borrowing in Dollars in the Dollar Amount
of such LC Disbursement or (ii) to the extent that such LC Disbursement was made in a Foreign Currency, a Eurocurrency
Revolving Borrowing in such Foreign Currency (in the event such Foreign Currency is an Agreed Loan Currency) in an amount
equal to such LC Disbursement, and, in each case, to the extent so financed, the Company’s obligation to make such
payment shall be discharged and replaced by the resulting ABR Revolving Borrowing, Swingline Loan or Eurocurrency Revolving
Borrowing, as applicable. If the Company fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender
of the applicable LC Disbursement, the payment then due from the Company in respect thereof and such Revolving Lender’s
Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender
shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Company, in the same manner
as provided in Section 2.07 with respect to Loans made by such Revolving Lender
(and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders,
provided that, with respect to any such payment in respect of a Letter of Credit denominated in an Agreed LC Currency that is
not an Agreed Loan Currency, any Revolving Lender may
make such payment in Dollars in the Dollar Amount of such LC Disbursement), and the Administrative Agent shall promptly pay
to such Issuing Bank the amounts so received by it from the Revolving Lenders.
Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the
Administrative Agent shall distribute such payment to such Issuing Bank or, to the extent that Revolving Lenders
have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders
and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender
pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving
Loans, Eurocurrency Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not
relieve the Company of its obligation to reimburse such LC Disbursement. If the Company’s reimbursement of, or
obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, any Issuing Bank or any Revolving Lender
to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to
be made in Dollars, the Administrative Agent shall promptly notify the Company prior to payment by the Company, and the
Company shall, at its option, either (x) pay the amount of any such tax requested by the Administrative Agent, the
relevant Issuing Bank or the relevant Revolving Lender
or (y) reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Dollar Amount,
calculated on the date such LC Disbursement is made, of such LC Disbursement.


 






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


 


(g)       Disbursement
Procedures. Each Issuing Bank shall, within the time period stipulated by the terms and conditions of the applicable Letter
of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit.
After such examination, such Issuing Bank shall promptly notify the Administrative Agent and the Company by telephone (confirmed
by telecopy or e-mail in accordance with Section 9.01) of such demand for payment and whether such Issuing Bank has made
or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve
the Company of its obligation to reimburse such Issuing Bank and the Revolving
Lenders with respect to any such LC Disbursement in accordance with Section 2.06(e).


 


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


 


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


 






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


 


(j)            Cover.
If (x) any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative
Agent or the Required Revolving Lenders (or, if the maturity
of the Loans has been accelerated, Revolving Lenders with
LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this
paragraph or (y) the Company requests the issuance of a Letter of Credit with an expiry date that is later than the expiry date
prescribed in clause (c) of this Section 2.06 (an “Extended Letter of Credit”), the Company shall either (A)
cover by arranging for the issuance of one or more standby letters of credit issued by an issuer, and otherwise on terms and conditions,
satisfactory to the Administrative Agent or (B) deposit cash in an account with the Administrative Agent, in each case in the
name of the Administrative Agent and for the benefit of the Administrative Agent, the Issuing Banks and the Revolving
Lenders, and in an amount equal to (1) with respect to a Letter of Credit denominated in Dollars, 100% and (2) with
respect to a Foreign Currency Letter of Credit, 105%, in each case of the Dollar Amount of the LC Exposure in respect of such
Extended Letter of Credit (in the case of the foregoing clause (y)) or in the aggregate (in the case of the foregoing clause (x))
as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable
to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Company is not late in reimbursing
shall be covered or deposited in the applicable Foreign Currencies in an amount equal to 105% of the actual amounts of such undrawn
Letters of Credit and LC Disbursements and (ii) the obligation to provide such letter(s) of credit cover or deposit such cash
collateral shall become effective immediately, and such cover or deposit shall become immediately due and payable, without demand
or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company described in clause (f),
(g) or (h) of Article VII. For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using
the Dollar Amount thereof on the date notice demanding letter of credit cover or cash collateralization is delivered to the Company.
The Company also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11.2.
Any such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations.
The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account.
Such deposits shall bear interest, and such deposits shall be invested by the Administrative Agent in direct short term obligations
of, or in other short term obligations which are unconditionally guaranteed with respect to all principal thereof and interest
thereon by, the United States, in each case maturing no later than the expiry date of the Letter of Credit giving rise to LC Exposure.
Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by
the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Company for the LC Exposure
at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving
Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations;
provided that at any time that the money remaining in such account exceeds the LC Exposure by $100,000 or more, the Administrative
Agent will, promptly after request therefor by the Company at any time that no Default shall exist, deliver such excess to the
Company. If the Company is required to provide an amount of cash collateral or letter of credit cover hereunder as a result of
the occurrence of an Event of Default, such amount or letter of credit (to the extent not applied as aforesaid) shall be returned
to the Company or the issuer of such letter of credit (as applicable) within three (3) Business Days after all Events of Default
have been cured or waived.


  



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(k)            Conversion.
In the event that the Loans become immediately due and payable on any date pursuant to Article VII, all amounts (i) that the Company
is at the time or thereafter becomes required to reimburse or otherwise pay to the Administrative Agent in respect of LC Disbursements
made under any Foreign Currency Letter of Credit (other than amounts in respect of which the Company has provided letter of credit
cover, or deposited cash collateral, pursuant to paragraph (j) above, if such letter of credit was issued, or cash collateral was
deposited, in the applicable Foreign Currency to the extent so deposited or applied), (ii) that the Revolving
Lenders are at the time or thereafter become required to pay to the Administrative Agent and the Administrative Agent is at the
time or thereafter becomes required to distribute to any Issuing Bank pursuant to paragraph (e) of this Section in respect of unreimbursed
LC Disbursements made under any Foreign Currency Letter of Credit and (iii) of each Revolving
Lender’s participation in any Foreign Currency Letter of Credit under which an LC Disbursement has been made shall, automatically
and with no further action required, be converted into the Dollar Amount thereof, calculated on such date (or in the case of any
LC Disbursement made after such date, on the date such LC Disbursement is made), of such amounts. On and after such conversion,
all amounts accruing and owed to the Administrative Agent, any Issuing Bank or any Revolving
Lender in respect of the obligations described in this paragraph shall accrue and be payable in Dollars at the rates otherwise
applicable hereunder.


 


(l)            Issuing
Bank Agreements. Each Issuing Bank agrees that, unless otherwise requested by the Administrative Agent, such Issuing Bank shall
report in writing to the Administrative Agent (i) on the first Business Day of each week, the daily activity (set forth by day)
in respect of Letters of Credit during the immediately preceding week, including all issuances, extensions, amendments and renewals,
all expirations and cancellations and all disbursements and reimbursements, (ii) on or prior to each Business Day on which such
Issuing Bank expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension,
and the aggregate face amount of the Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving
effect to such issuance, amendment, renewal or extension occurred (and whether the amount thereof changed), it being understood
that such Issuing Bank shall not permit any issuance, renewal, extension or amendment resulting in an increase in the amount of
any Letter of Credit to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted
under this Agreement, (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date of such LC Disbursement
and the amount of such LC Disbursement, (iv) on any Business Day on which any Borrower fails to reimburse an LC Disbursement required
to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount and currency of such LC Disbursement
and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request.


 


SECTION 2.07 Funding of
Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date specified in accordance
with the terms hereof in the Borrowing Request solely by wire transfer of immediately available funds (i) in the case of
Loans denominated in Dollars (other than a Designated Loan), by 1:00 p.m., Chicago time, to the account of the Administrative
Agent most recently designated by it for such purpose by notice to the Lenders and (ii) in the case of each Loan denominated
in a Foreign Currency and Designated Loans, by 1:00 p.m., Local Time, in the city of the Administrative Agent’s
Eurocurrency Payment Office for such currency and at such Eurocurrency Payment Office for such currency; provided that
Swingline Loans shall be made as provided in Section 2.05. Except in respect of the provisions of this Agreement covering the
reimbursement of Letters of Credit, the Administrative Agent will make such Loans available to the relevant Borrower by
promptly crediting funds so received in the aforesaid account of the Administrative Agent to (x) an account of the Company
maintained with the Administrative Agent in New York City or Chicago and designated by the relevant Borrower in the
applicable Borrowing Request, in the case of Loans denominated in Dollars and (y) an account of such Borrower maintained in
the relevant jurisdiction and designated by such Borrower in the applicable Borrowing Request, in the case of Loans
denominated in a Foreign Currency; provided that Revolving Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the relevant
Issuing Bank.


 






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(b)            Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing (or in the case of
an ABR Borrowing, prior to 1:00 p.m., Chicago time, on the date of such Borrowing) that such Lender will not make available to
the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption,
make available to the relevant Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable Lender and such Borrower severally agree to pay
to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including
the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (i)
in the case of such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation (including without limitation the Overnight Foreign Currency Rate in the case
of Loans denominated in a Foreign Currency) or (ii) in the case of such Borrower, the interest rate applicable to ABR Loans. If
such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in
such Borrowing.


 


SECTION 2.08 Interest Elections.
(a) Each Revolving Borrowing initially shall be of the Type specified in the applicable
Borrowing Request (or, if not so specified, as provided in Section 2.03) and, in the case of a Eurocurrency Revolving
Borrowing, shall have an initial Interest Period as specified in such Borrowing Request (or, if not so specified, as provided in
Section 2.03). Thereafter, the relevant Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing
and, in the case of a Eurocurrency Revolving Borrowing, may elect Interest Periods
therefor, all as provided in this Section. A Borrower may elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline
Borrowings, which may not be converted or continued.


 


(b)            To
make an election pursuant to this Section, a Borrower, or the Company on its behalf, shall notify the Administrative Agent of such
election (by telephone or irrevocable written notice in the case of a Borrowing denominated in Dollars (other than Designated Loans)
or by irrevocable written notice (via an Interest Election Request signed by such Borrower, or the Company on its behalf) in the
case of a Borrowing denominated in a Foreign Currency or a Designated Loan) by the time that a Borrowing Request would be required
under Section 2.03 if such Borrower were requesting a Revolving Borrowing of the
Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request
shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy or e-mail in accordance with Section 9.01 to the
Administrative Agent of a written Interest Election Request signed by the relevant Borrower, or the Company on its behalf. Notwithstanding
any contrary provision herein, this Section shall not be construed to permit any Borrower to (i) change the currency of any Borrowing,
(ii) elect an Interest Period for Eurocurrency Loans that does not comply with Section 2.02(d) or (iii) convert any Borrowing to
a Borrowing of a Type not available under the Class of Commitments pursuant to which such Borrowing was made.


 






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(c)            Each
telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:


 


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


 


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


 


(iii)    whether
the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and


 


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


 


If any such Interest Election Request requests a Eurocurrency
Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period
of one month’s duration.


 


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


 


(e)            If
the relevant Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Revolving
Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period (i) in the case of a Borrowing denominated in Dollars (other than Designated
Loans), such Borrowing shall be converted to an ABR Borrowing; provided that if the Company shall have delivered to the
Administrative Agent its customary standard documentation pre-authorizing automatic continuations, such Borrowing shall automatically
continue as a Eurocurrency Borrowing in Dollars with an Interest Period of one month unless such Eurocurrency Borrowing is or was
repaid in accordance with Section 2.11 and (ii) in the case of a Borrowing denominated in a Foreign Currency or a Designated Loan
in respect of which the applicable Borrower shall have failed to deliver an Interest Election Request prior to the third (3rd)
Business Day preceding the end of such Interest Period, such Borrowing shall automatically continue as a Eurocurrency Borrowing
in the same Agreed Currency with an Interest Period of one month unless such Eurocurrency Borrowing is or was repaid in accordance
with Section 2.11. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the Company, then, so long as an Event of Default is
continuing (i) no outstanding Revolving Borrowing denominated in Dollars (other
than Designated Loans) may be converted to or continued as a Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency Revolving
Borrowing denominated in Dollars (other than Designated Loans) shall be converted to an ABR Borrowing at the end
of the Interest Period applicable thereto and (iii) unless repaid, each Eurocurrency Revolving
Borrowing denominated in a Foreign Currency and each Designated Loan shall automatically be continued as a Eurocurrency
Borrowing with an Interest Period of one month.


 


SECTION 2.09 Termination and Reduction of Commitments.


 


(a)       Unless
previously terminated, (i) the Term
Loan Commitments shall terminate at 2:00 p.m., Chicago time, on the Amendment No. 1 Effective Date (or, as to any Term Lender that
fails to fund its portion of the initial Term Loans as and to the extent required by the terms hereof, upon the funding thereof
pursuant to this Agreement), and (ii) the Revolving Commitments shall terminate on the Revolving
Credit Maturity Date (subject to Section 2.25).


 






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(b)            The
Company may at any time terminate, or from time to time reduce, the Revolving
Commitments; provided that (i) each reduction of the Revolving
Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Company
shall not terminate or reduce the Revolving Commitments if,
after giving effect to any concurrent prepayment of the Revolving
Loans in accordance with Section 2.11, the Dollar Amount of the sum of the Total Revolving Credit Exposures would exceed
the Aggregate Commitmentaggregate
Revolving Commitments.


 


(c)            Notwithstanding
the foregoing, upon the acquisition of one Lender by another Lender, or the merger, consolidation or other combination of any two
or more Lenders (any such acquisition, merger, consolidation or other combination being referred to hereinafter as a “Combination”
and each Lender which is a party to such Combination being hereinafter referred to as a “Combined Lender”),
the Company may notify the Administrative Agent that it desires to reduce the Revolving
Commitment of the Lender surviving such Combination (the “Surviving Lender”) to an amount equal to the Revolving
Commitment of that Combined Lender which had the largest Revolving
Commitment of each of the Combined Lenders party to such Combination (such largest Revolving
Commitment being the “Surviving Commitment” and the Revolving
Commitments of the other Combined Lenders being hereinafter referred to, collectively, as the “Retired Commitments”).
If the Required Revolving Lenders (determined as set forth
below) and the Administrative Agent agree to such reduction in the Surviving Lender’s Revolving
Commitment, then (i) the aggregate amount of the Revolving
Commitments shall be reduced by the Retired Commitments effective upon the effective date of the Combination, provided, that, on
or before such date the Borrowers have paid in full the outstanding principal amount of the Loans of each of the Combined Lenders
other than the Combined Lender whose Revolving Commitment
is the Surviving Commitment, (ii) from and after the effective date of such reduction, the Surviving Lender shall have no obligation
with respect to the Retired Commitments, and (iii) the Company shall notify the Administrative Agent whether they wish such reduction
to be a permanent reduction or a temporary reduction. If such reduction is to be a temporary reduction, then the Company shall
be responsible for finding one or more financial institutions (each, a “Replacement Lender”), acceptable to
the Administrative Agent (such acceptance not to be unreasonably withheld or delayed), willing to assume the obligations of a Lender
hereunder with aggregate Revolving Commitments up to the
amount of the Retired Commitments. The Administrative Agent may require the Replacement Lenders to execute such documents, instruments
or agreements as the Administrative Agent deems necessary or desirable to evidence such Replacement Lenders’ agreement to
become parties hereunder. For purposes of this Section 2.09(c), Required Revolving
Lenders shall be determined as if the reduction in the aggregate amount of the Revolving
Commitments requested by the Company had occurred (i.e., the Combined Lenders shall be deemed to have a single Revolving
Commitment equal to the Surviving Commitment and the aggregate amount of the Revolving
Commitments shall be deemed to have been reduced by the Retired Commitments).


 


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


 






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SECTION 2.10 Repayment of Loans; Evidence of Indebtedness.


 


(a)            (i)
Each Borrower hereby unconditionally promises to pay (iA)
to the Administrative Agent for the account of each Revolving
Lender the then unpaid principal amount of each Revolving Loan made to such Borrower on the Revolving
Credit Maturity Date in the currency of such Loan and (iiB)
to the relevant Swingline Lender the then unpaid principal amount of each Swingline Loan made to such Borrower by such Swingline
Lender on the earlier of the Revolving Credit Maturity Date
and the 14th Business Day after the date such Swingline Loan is made; provided that on each date that a Revolving
Borrowing is made, the Company shall repay all Swingline Loans then outstanding and the proceeds of any such Borrowing shall be
applied by the Administrative Agent to repay any Swingline Loans outstanding.


 


(ii)            The
Company hereby unconditionally promises to pay to the Administrative Agent for the account of the Term Lenders the then unpaid
principal amount of all Term Loans on the Term Loan Maturity Date in Dollars.


 


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


 


(c)            The
Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed
Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof.


 


(d)            The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of
the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of any Borrower to repay the
Loans in accordance with the terms of this Agreement.


 


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


 


SECTION 2.11 Prepayment of Loans.


 


SECTION 2.11.1. Voluntary Prepayments.


 


(a)            Any
Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to
prior notice in accordance with paragraph (b) of this Section; provided that (i) each prepayment of a Eurocurrency
Borrowing (other than in connection with a prepayment of all outstanding Eurocurrency Borrowings and/or a prepayment of a
Eurocurrency Borrowing made to refinance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e))
shall be in an amount that is an integral multiple of $1,000,000 (or, if such Borrowing is denominated in a Foreign Currency,
1,000,000 units of such currency) and not less than $5,000,000 (or, if such Borrowing is denominated in a Foreign Currency,
5,000,000 units of such currency) and (ii) each prepayment of an ABR Borrowing (other than in connection with a prepayment of
all outstanding ABR Borrowings and/or a prepayment of an ABR Borrowing made to refinance the reimbursement of an LC
Disbursement as contemplated by Section 2.06(e)) shall be in an amount that is an integral multiple of $100,000 and
not less than $1,000,000.


 






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(b)            The
applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed
by telecopy or e-mail in accordance with Section 9.01) of any prepayment hereunder (other than a prepayment of a Swingline
Loan) (i) in the case of prepayment of a Eurocurrency Revolving Borrowing and
any Designated Loan, not later than 3:00 p.m., Local Time, three (3) Business Days before the date of prepayment, (ii) in the case
of prepayment of an ABR Revolving Borrowing, not later than 1:00 p.m., Chicago
time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., Local Time, on
the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a
conditional notice of termination of the Revolving Commitments
as contemplated by Section 2.09, or a notice of prepayment of
Term Loans is conditioned upon the effectiveness of other credit facilities or other transactions specified therein,
then such notice of prepayment may be revoked if such notice of termination is revoked in accordance
with Section 2.09by the Company
(by notice to the Administrative Agent on or prior to the specified prepayment date) if the applicable condition is not satisfied.
Promptly following receipt of any such notice relating to a Revolving Borrowing,
the Administrative Agent shall advise the Lenders of the applicable
Class of the contents thereof. Each partial prepayment of any Revolving
Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably
to the Revolving Loans included in the prepaid Revolving
Borrowing, and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid
Term Loan Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13
and (ii) break funding payments pursuant to Section 2.16.


 


SECTION 2.11.2. Mandatory
Prepayments. If at any time, (i) other than as a result of fluctuations in currency exchange rates, (w) the aggregate
principal Dollar Amount of the Total Revolving Credit Exposures (calculated, with respect to those Credit Events denominated
in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the Aggregate
Commitmentaggregate Revolving
Commitments, (x) the aggregate principal Dollar Amount of all Revolving
Loans (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation
Date with respect to each such Credit Event) outstanding denominated in Foreign Currencies exceeds the Foreign Currency
Sublimit, (y) the aggregate principal Dollar Amount of all Revolving
Loans (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation
Date with respect to each such Credit Event) outstanding to the Affiliate Borrowers exceeds the Affiliate Borrower Sublimit
or (z) the aggregate principal Dollar Amount of all Swingline Loans (calculated, with respect to those Swingline Loans
denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Swingline Loan)
outstanding denominated in Foreign Currencies exceeds the Swingline Foreign Currency Sublimit or (ii) solely as a result of
fluctuations in currency exchange rates, (w) the aggregate principal Dollar Amount of the Total Revolving Credit Exposures
(as so calculated) exceeds 105% of the Aggregate Commitmentaggregate
Revolving Commitments, (x) the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (as so
calculated) denominated in Foreign Currencies exceeds 105% of the Foreign Currency Sublimit, (y) the aggregate principal
Dollar Amount of all of the Revolving Credit Exposures (as so calculated) to the Affiliate Borrowers exceeds 105% of the
Affiliate Borrower Sublimit or (z) the aggregate principal Dollar Amount of all Swingline Loans (as so calculated)
denominated in Foreign Currencies exceeds 105% of the Swingline Foreign Currency Sublimit, the Borrowers shall, promptly
after receipt of written notice from the Administrative Agent, repay Revolving Borrowings
and, if no Revolving Borrowings are then outstanding,
Cash Collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), in an
aggregate principal amount sufficient to eliminate any such excess.


 






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


 


(b)       The
Company agrees to pay (i) to the Administrative Agent for the account of each Revolving
Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable LC Fee
Rate (as defined below) on the average daily Dollar Amount of such Revolving
Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from
and including the Effective Date to but excluding the later of the date on which such Revolving
Lender’s Revolving Commitment terminates and the date
on which such Revolving Lender ceases to have any LC Exposure,
and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at a rate per annum separately agreed upon
between the Company and such Issuing Bank on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the relevant Issuing Bank during the
period from and including the Effective Date to but excluding the date on which there ceases to be any LC Exposure, as well as
such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer,
presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting
fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth
Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such
fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the Revolving
Commitments terminate shall be payable promptly after demand. Any other fees payable to any Issuing Bank pursuant to this paragraph
shall be payable within 30 days after demand accompanied by an invoice in reasonable detail. All participation fees and fronting
fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in
Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign
Currency shall be paid in such Foreign Currency. As used above, “Applicable LC Fee Rate” means at any time (x) in the
case of standby Letters of Credit (other than those described in the following clause (y)), the same Applicable Rate used to determine
the interest rate applicable to Eurocurrency Revolving Loans at such time and (y) in the case of commercial Letters of Credit and
standby Letters of Credit issued to ensure the performance of services and/or delivery of goods, in each case at a per annum rate
equal to 50% of the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans at such time.


 






    	 	56	 



     


    

 


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


 


(d)       All
fees payable hereunder shall be paid on the dates due, in immediately available funds in Dollars (except as expressly provided
in this Section), to the Administrative Agent (or to the relevant Issuing Bank, in the case of fees payable to it) for distribution,
in the case of facility fees and participation fees, to the applicable
Lenders. Fees paid shall not be refundable under any circumstances.


 


SECTION 2.13 Interest.


 


(a)       The
Loans comprising each ABR Borrowing (other than any Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable
Rate. Each Swingline Loan shall bear interest at a rate per annum agreed upon between the Company and the relevant Swingline Lender
(or, if such a rate per annum is not agreed upon between the Company and the relevant Swingline Lender in respect of a Swingline
Loan, such Swingline Loan shall bear interest at (i) in the case of a Swingline Loan denominated in Dollars other than a Designated
Swingline Loan, the Alternate Base Rate plus the Applicable Rate for
ABR Revolving Borrowings or (ii) in the case of a Swingline Loan denominated in a Foreign Currency or a Designated Swingline
Loan, the Eurocurrency Swingline Rate plus the Applicable Rate). The Loans comprising each Eurocurrency Borrowing (other than any
Eurocurrency Swingline Borrowing) shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing
plus the Applicable Rate.


 


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


 


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


 


(d)       All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest (i) computed by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of
365 days (or 366 days in a leap year) and (ii) for Borrowings denominated in Pounds Sterling shall be computed on the basis of
a year of 365 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding
the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent demonstrable error.


 


(e)            By
entering into this Agreement, the parties have assumed in bona fide that the interest payable hereunder is not and will not
become subject to any deduction or withholding of Taxes for Swiss Withholding Tax. Nevertheless, if a deduction or
withholding of Taxes for Swiss


 






    	 	57	 



     


    

 


 (i) if such Borrowing shall be requested in Dollars (other than Designated Loans), then such
Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate (disregarding clause (c) of the definition thereof)
and (ii) if such Borrowing shall be requested in any Foreign Currency or if such Borrowing is a Designated Loan, the LIBO
Rate shall be equal to the rate determined by the Administrative Agent in its sole reasonable discretion and consented to in
writing by the Company and the Required Lenders (the “Alternative Rate”), provided, however, that until
such time as the Alternative Rate shall be determined and so consented to by the Company and the Required Revolving Lenders,
Borrowings shall not be available in such Foreign Currency or as a Designated Loan, as the case may be. It is hereby
understood and agreed that, notwithstanding anything to the foregoing set forth in this Section 2.14(a), if at any time the
conditions set forth in Section 2.14(c)(i) or (ii) are in effect, the provisions of this Section 2.14(a) shall no longer
be applicable for any purpose of determining any alternative rate of interest under this Agreement and Section 2.14(c) shall
instead be applicable for all purposes of determining any alternative rate of interest under this Agreement.


 


(b)            If prior
to the commencement of any Interest Period for a Eurocurrency Borrowing:


 


(i)       the
Administrative Agent determines (which determination shall be conclusive and binding absent demonstrable error) that adequate and
reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without limitation,
because the LIBOR Screen Rate is not available or published on a current basis), for a Loan in the applicable currency or for the
applicable Interest Period; or


 


(ii)       the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for a Loan
in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders
of making or maintaining their Loans included in such Borrowing for the applicable currency and such Interest Period;


 


then the Administrative Agent shall give notice (in reasonable
detail) thereof to the applicable Borrower and the Lenders of the applicable
Class prior to the commencement of such Interest Period by telephone, telecopy or e-mail in accordance with Section
9.01 as promptly as practicable thereafter and, until the Administrative Agent notifies the applicable Borrower and the Lenders
of the applicable Class that the circumstances giving rise
to such notice no longer exist (which notice the Administrative Agent hereby agrees to provide promptly after its determination
of such circumstances ceasing to exist), (i) any Interest Election Request that requests the conversion of any Revolving
Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing
in the applicable currency or for the applicable Interest Period, as the case may be, shall be ineffective, (ii) if any Borrowing
Request requests a Eurocurrency Revolving Borrowing in Dollars (other than a Designated
Loan), such Borrowing shall be made as an ABR Borrowing, and (iii) if any Borrowing Request requests a Eurocurrency Borrowing in
a Foreign Currency or a Designated Loan, then the LIBO Rate for such Eurocurrency Borrowing shall be the Alternative Rate; provided
that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall
be permitted.


 


(c)       Notwithstanding
the foregoing, if at any time the Administrative Agent determines (which determination shall be conclusive absent demonstrable
error) that (i) the circumstances set forth in Section 2.14(b)(i) have arisen and such circumstances are unlikely to be temporary
or (ii) the circumstances set forth in Section 2.14(b)(i) have not arisen but the supervisor for the administrator of the LIBOR
Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying
a specific date after which the LIBOR Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative
Agent and the Company shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to
the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time,
and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to
this Agreement


 






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UK Borrower DTTP Filing or file
any other form relating to the HM Revenue & Customs DT Treaty Passport scheme in respect of that Lender’s Commitment(s)
or its participation in any Loan unless the Lender otherwise agrees.


 


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


 


(x)       Each
UK Borrower shall pay and, within three (3) Business Days of demand, indemnify each Recipient against any cost, loss or liability
that Recipient incurs in relation to all United Kingdom stamp duty, registration and other similar Taxes payable in respect of
any Loan Document.


 


(n)       VAT.


 


(i)       All
amounts set out or expressed in a Loan Document to be payable by any Party to any Recipient which (in whole or in part) constitute
the consideration for any supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on
such supply or supplies, and accordingly, subject to Section 2.17(n)(ii) below, if VAT is or becomes chargeable on any supply
made by any Recipient to any Party under a Loan Document and such Recipient is required to account to the relevant tax authority
for the VAT, that Party shall pay to such Recipient, as applicable, (in addition
to and at the same time as paying any other consideration for such supply),
an amount equal to the amount of such VAT (and such Recipient, as applicable, shall promptly provide an appropriate VAT invoice
to such Party). or,
where applicable, directly account for such VAT at the appropriate rate under the reverse charge procedure provided for by article
44 of Council Directive 2006/112/EC, as amended, and any relevant VAT provision of the jurisdiction in which such Party receives
such supply.


 


(ii)       If
VAT is or becomes chargeable on any supply made by any Recipient (the “Supplier”) to any other Recipient (the
“VAT Recipient”) under a Loan Document, and any Party other than the VAT Recipient (the “Subject Party”)
is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather
than being required to reimburse the VAT Recipient in respect of that consideration):


 


(A)       where
the Supplier is the person required to account to the relevant tax authority for the VAT, the Subject Party shall also pay to the
Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The VAT Recipient
will, where this Section 2.17(n)(ii)(A) applies, promptly pay to the Subject Party an amount equal to any credit or repayment
obtained by the VAT Recipient from the relevant tax authority which the VAT Recipient reasonably determines relates to the VAT
chargeable on that supply; and


 


(B)       where
the VAT Recipient is the person required to account to the relevant tax authority for the VAT, the Subject Party shall promptly,
following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply but only
to the extent that the VAT Recipient


 






    68


     


    

 


extended to the next succeeding Business
Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding
the foregoing provisions of this Section, if, after the making of any Credit Event in any Foreign Currency, currency control or
exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the
Credit Event was made (the “Original Currency”) no longer exists or any Borrower is not able to make payment
to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower
hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of
repayment) of such payment due, it being the intention of the parties hereto that the Borrowers take all risks of the imposition
of any such currency control or exchange regulations.


 


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


 


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


 


(d)       Unless
the Administrative Agent shall have received notice from the relevant Borrower prior to the date on which any payment is due to
the Administrative Agent for the account of the applicable
Lenders or an Issuing Bank hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such
Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the
applicable Lenders or such Issuing Bank, as the case may
be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the applicable
Lenders or such Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount
is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (including without limitation
the Overnight Foreign Currency Rate in the case of Loans denominated in a Foreign Currency).


 


 




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(e)       If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(d)
or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any
amounts thereafter received by the Administrative Agent for the account of such Lender and for the benefit of the Administrative
Agent, the Swingline Lenders or the Issuing Banks to satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account over which the Administrative
Agent shall have exclusive control as cash collateral for, and application to, any future funding obligations of such Lender under
any such Section; in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in
its discretion; it being understood that the Administrative Agent shall, to the extent permitted by law, apply any cash collateral
to such obligations when due.


 


SECTION 2.19 Mitigation
Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if any Borrower
is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.13(e) or Section 2.17 (other than amounts in respect of Other Taxes or VAT), then such
Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13(e), 2.15 or 2.17,
as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise
be materially disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment.


 


(b)       If
(i) any Lender (or any of its Participants) requests compensation under Section 2.15, (ii) any Borrower is required to pay
any Indemnified Taxes or additional amount to any Lender (or any of its Participants) or any Governmental Authority for the account
of any Lender (or any of its Participants) pursuant to Section 2.13(e) or Section 2.17, (iii) any Lender (w) has
become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur), (x) is or becomes
a Defaulting Lender, a Disqualified Institution or a Swiss Non-Qualifying Lender (but only if such cessation will otherwise cause
a breach of the Swiss Ten Non-Bank Rule or the Swiss Twenty Non-Bank Rule) or (y) rejects the designation of an Agreed Currency
or of a Foreign Subsidiary as an Eligible Subsidiary if, in each case, such Agreed Currency or designation of a Foreign Subsidiary
as an Eligible Subsidiary has otherwise been approved by the Required Revolving
Lenders, (iv) any Lender shall determine that any law, regulation or treaty or directive, or any change therein or in the interpretation
or application thereof, shall make it unlawful for such Lender to make or maintain any Eurocurrency Loans as contemplated by this
Agreement or (v) any Lender shall enter into, or purport to enter into, any assignment or participation with a Disqualified Institution
in violation of this Agreement, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained
in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and obligations
under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts
such assignment); provided that (i) such Lender is reasonably acceptable to the Administrative Agent and (ii) such Lender
shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements
and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts). Each
party hereto agrees that (1) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption
executed by the Company, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an
Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such
parties are participants), and (2) the Lender required to make such assignment need not be a party thereto in order for such assignment
to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the
effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary
to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without
recourse to or warranty by the parties thereto.


 




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SECTION 2.20 Expansion
Option. The Company may from time to time elect to increase the Revolving
Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case
in a minimum amount of $25,000,000 and minimum increments of $1,000,000 in excess thereof, so long as, after giving effect thereto,
the aggregate amount of such increases and all such Incremental Term Loans after
the Amendment No. 1 Effective Date does not exceed $300,000,000. The Company may arrange for any such increase or tranche
to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving
Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new
banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting
Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing
Revolving Commitments, or to participate in such Incremental
Term Loans, or provide new Revolving Commitments, as the
case may be; provided that (i) each Augmenting Lender shall be subject to the approval of the Company, the Administrative
Agent, and in the case of an increase in the Revolving Commitments,
each Issuing Bank and Swingline Lender (each such consent, not to be unreasonably withheld, conditioned or delayed) and (ii) (x)
in the case of an Increasing Lender, the Company and such Increasing Lender execute an agreement substantially in the form of Exhibit
C-1 hereto, and (y) in the case of an Augmenting Lender, the Company and such Augmenting Lender execute an agreement substantially
in the form of Exhibit C-2 hereto. No consent of any Lender (other than the Lenders participating in the increase or any
Incremental Term Loan) shall be required for any increase in Revolving
Commitments or Incremental Term Loan pursuant to this Section 2.20. Increases and new Revolving
Commitments and Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the date agreed by the Company,
the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each
Lender thereof. Notwithstanding the foregoing, no increase in the Revolving
Commitments (or in the Revolving Commitment of
any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of
the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section
4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to
that effect dated such date and executed by a Financial Officer of the Company and (B) the Company shall be in compliance (on a
pro forma basis) with the covenants contained in Sections 6.01 and 6.02 and (ii) the Administrative Agent shall have
received documents and opinions consistent with those delivered on the Effective Date as to the organizational power and authority
of the Borrowers to borrow hereunder after giving effect to such increase or Incremental Term Loans, as the case may be. On the
effective date of any increase in the Revolving Commitments
or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the
Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of
the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make
payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its
Applicable Percentage of such outstanding Revolving Loans, and (ii) the Borrowers shall be deemed to have repaid and reborrowed
all outstanding Revolving Loans as of the date of any increase in the Revolving
Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified
in a notice delivered by the applicable Borrower, or the Company on behalf of the applicable Borrower, in accordance with the requirements
of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by
payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification
by the Borrowers pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related
Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and
the initial Term Loans, (b) shall not mature earlier than the latest
Maturity Date in effect on the date of incurrence of such Incremental
Term Loans (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in
any event no more favorably than) the Revolving Loans and the initial
Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing
after the latest Maturity Date mayin
effect on the date of incurrence of such Incremental Term Loans may provide for material additional or different financial
or other covenants or prepayment requirements applicable only during periods after the latest
Maturity Date in effect on the date of incurrence of such Incremental
Term Loans and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans
and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an
“Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed
by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if
any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such
amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the
Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.20 shall constitute, or
otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving
Commitment hereunder, or provide Incremental Term Loans, at any time.


 




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SECTION 2.21 Market
Disruption. Notwithstanding the satisfaction of all conditions referred to in Article II and Article IV with
respect to any Credit Event to be effected in any Foreign Currency, if (i) there shall occur on or prior to the date of such Credit
Event any change in national or international financial, political or economic conditions or currency exchange rates or exchange
controls which would in the reasonable opinion of the Administrative Agent, the relevant Issuing Bank (if such Credit Event is
a Letter of Credit) or the Required Revolving Lenders make
it impracticable for the Eurocurrency Borrowings or Letters of Credit comprising such Credit Event to be denominated in the Agreed
Currency specified by the applicable Borrower or (ii) a Dollar Amount of such currency is not readily calculable, then the Administrative
Agent shall forthwith give notice thereof to such Borrower, the Lenders and, if such Credit Event is a Letter of Credit, the relevant
Issuing Bank, and such Credit Events shall not be denominated in such Agreed Currency but shall, except as otherwise set forth
in Section 2.07, be made on the date of such Credit Event in Dollars, (a) if such Credit Event is a Borrowing, in an aggregate
principal amount equal to the Dollar Amount of the aggregate principal amount specified in the related request for a Credit Event
or Interest Election Request, as the case may be, as ABR Loans, unless such Borrower notifies the Administrative Agent prior to
the occurrence of such Credit Event that (i) it elects not to borrow on such date or (ii) it elects to borrow on such date in a
different Agreed Currency, as the case may be, in which the denomination of such Loans would in the reasonable opinion of the Administrative
Agent and the Required Revolving Lenders be practicable and
in an aggregate principal amount equal to the Dollar Amount of the aggregate principal amount specified in the related request
for a Credit Event or Interest Election Request, as the case may be or (b) if such Credit Event is a Letter of Credit, in a face
amount equal to the Dollar Amount of the face amount specified in the related request or application for such Letter of Credit,
unless such Borrower notifies the Administrative Agent prior to the occurrence of such Credit Event that (i) it elects not to request
the issuance of such Letter of Credit on such date or (ii) it elects to have such Letter of Credit issued on such date in a different
Agreed Currency, as the case may be, in which the denomination of such Letter of Credit would in the reasonable opinion of the
Issuing Bank which has issued such Letter of Credit, the Administrative Agent and the Required Revolving
Lenders be practicable and in face amount equal to the Dollar Amount of the face amount specified in the related request or application
for such Letter of Credit, as the case may be.


 




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


 


SECTION 2.23 Designation
of Affiliate Borrowers. On the Effective Date, and subject to the satisfaction of the applicable conditions in Article IV
hereto, the Initial Affiliate Borrower shall be an Affiliate Borrower hereunder until the Company shall have executed and delivered
to the Administrative Agent an Affiliate Borrowing Termination with respect to the Initial Affiliate Borrower and complied with
the terms and conditions of Section 5.10, whereupon the Initial Affiliate Borrower shall cease to be an Affiliate Borrower
hereunder. After the Effective Date, the Company may at any time and from time to time designate any Eligible Subsidiary as an
Affiliate Borrower by delivery to the Administrative Agent of an Affiliate Borrowing Agreement executed by such Subsidiary and
the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and
satisfaction such Subsidiary shall for all purposes of this Agreement be an Affiliate Borrower and a party to this Agreement until
the Company shall have executed and delivered to the Administrative Agent an Affiliate Borrowing Termination with respect to such
Subsidiary, whereupon such Subsidiary shall cease to be an Affiliate Borrower and a party to this Agreement. Notwithstanding the
preceding sentence, no Affiliate Borrowing Termination will become effective as to any Affiliate Borrower at a time when any principal
of or interest on any Loan to such Borrower shall be outstanding hereunder, provided that such Affiliate Borrowing Termination
shall be effective to terminate the right of such Affiliate Borrower to make further Borrowings under this Agreement. As soon as
practicable upon receipt of an Affiliate Borrowing Agreement, the Administrative Agent shall furnish a copy thereof to each Revolving
Lender.


 


SECTION 2.24 Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the
following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a)       fees
shall cease to accrue on the Commitment of such Defaulting Lender pursuant to Section 2.12(a);


 




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(b)       any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender
(whether voluntary or mandatory, at maturity or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant
to Section 9.08 shall be applied at such time or times as may be reasonably determined by the Administrative Agent as follows:
first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent (but as promptly as commercially
practicable) hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any
Issuing Bank or Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ LC Exposure with respect
to such Defaulting Lender in accordance with this Section; fourth, as the Company may request (so long as no Default or
Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, as reasonably determined by the Administrative Agent; fifth, if so determined by
the Administrative Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting
Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing
Banks’ future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this
Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Revolving
Lenders, the Issuing Banks or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any
Revolving Lender, the Issuing Banks or Swingline Lenders
against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or
under any other Loan Document; seventh, so long as no Default or Event of Default exists, to the payment of any amounts
owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such
Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other
Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided
that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting
Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at
a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay
the Loans of, and LC Disbursements owed to, all non-Defaulting Revolving
Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting
Lender until such time as all Loans and funded and unfunded participations in the Borrowers’ obligations corresponding to
such Defaulting Lender’s LC Exposure and Swingline Loans are held by the Revolving
Lenders pro rata in accordance with the Commitments without giving effect to clause (d) below. Any payments, prepayments or other
amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post
cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Revolving
Lender irrevocably consents hereto;


 


(c)       the
Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders,
the Required Revolving Lenders or the Required Term Lenders have taken or may take any action hereunder (including any
consent to any amendment, waiver or other modification pursuant to Section 9.02); provided, that, except as otherwise
provided in Section 9.02, this clause (c) 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 directly affected thereby;


 


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


 


(i)       all
or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than the portion of such Swingline Exposure
referred to in clause (b) of the definition of such term) shall be reallocated among the non-Defaulting Lenders in accordance with
their respective Applicable Percentages but only to the extent the sum of all non-Defaulting Lenders’ Revolving Credit Exposures
plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’
Revolving Commitments;


 


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


 




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


 


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


 


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


 


(e)       so
long as such Lender is a Defaulting Lender, the Swingline Lenders shall not be required to fund any Swingline Loan and the Issuing
Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure
and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Revolving
Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Company in accordance with
Section 2.24(d), and participating interests in any such newly made Swingline Loan or any newly issued or increased Letter of Credit
shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.24(d)(i) (and such Defaulting Lender shall
not participate therein).


 


If (i) a Bankruptcy
Event or a Bail-In Action with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall
continue or (ii) any Swingline Lender or any Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its
obligations under one or more other agreements in which such Lender commits to extend credit, no Swingline Lender shall be required
to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless the Swingline
Lenders or the Issuing Banks, as the case may be, shall have entered into arrangements with the Company or such Lender, satisfactory
to each Swingline Lender or the Issuing Banks, as the case may be, to defease any risk to it in respect of such Lender hereunder.


 


In the event that the
Administrative Agent, the Company, each Swingline Lender and each Issuing Bank each agrees that a Defaulting Lender has adequately
remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders
shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par
such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary
in order for such Lender to hold such Loans in accordance with its Applicable Percentage.


 




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SECTION 2.25 Extension of
Maturity Date.


 


(a)       Requests
for Extension. The Company may, by notice to the Administrative Agent (who shall promptly notify the applicable
Class of Lenders) during the Extension Availability Period, request that each applicable
Lender extend such Lender’s Revolving Credit Maturity
Date or Term Loan Maturity Date, as the case may be (the “Applicable
Maturity Date”), to a date (the “Extended Maturity Date”) that does not cause the tenor of
any Lender’s Revolving Commitment or
any Lender’s outstanding Term Loans to exceed five (5) years from the date upon which the conditions precedent
to the effectiveness of such extension of the Applicable
Maturity Date set forth in clause (f) below have been satisfied (an “Extension Date”). For
the avoidance of doubt, the Company may request extensions of any Class without requesting an extension of the other Class.


 


(b)       Lender
Elections to Extend. Each Lender of the applicable Class,
acting in its sole and individual discretion, shall, by notice to the Administrative Agent (which shall be irrevocable unless the
Company otherwise consents in writing in its sole discretion) given not later than the date that is 15 days after the date on which
the Administrative Agent received the Company’s extension request (the “Lender Notice Date”), advise the
Administrative Agent whether or not such Lender agrees to such extension (each Lender of
the applicable Class that determines to so extend its Applicable
Maturity Date, an “Extending Lender”). Each Lender of
the applicable Class that determines not to so extend its Applicable
Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly
after such determination (but in any event no later than the Lender Notice Date), and any Lender of
the applicable Class that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed
to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree,
and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company
for extension of the Applicable Maturity Date.


 


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


 


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


 




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(e)       Minimum
Extension Requirement. If (and only if) the total of the applicable
Revolving Commitments or the applicable outstanding Term
Loans of the Lenders of the applicable Class that
have agreed to extend their Applicable Maturity Date and
the new or increased Revolving Commitments or
the applicable newly assumed outstanding Term Loans of any Additional Commitment Lenders is more than 50% of the aggregate
amount of the Revolving Commitments or
the applicable outstanding Term Loans, as applicable, in effect immediately prior to the applicable Extension Date,
then, effective as of the applicable Extension Date, the Applicable
Maturity Date of each Extending Lender and of each Additional Commitment Lender of
the applicable Class shall be extended to the Extended Maturity Date (except that, if such date is not a Business Day,
such Applicable Maturity Date as so extended shall be the
next preceding Business Day) and each Additional Commitment Lender of
such Class shall thereupon become a “Revolving
Lender”, and/or a “Term Lender”, as the case may be,
for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a LenderRevolving
Lender and/or Term Lender, as the case may be, hereunder and shall have the obligations of a LenderRevolving
Lender and/or a Term Lender, as the case may be, hereunder.


 


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


 


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


 


(ii) the
representations and warranties of the Borrowers set forth in this Agreement (other than the representations contained in Sections
3.04(c) and 3.05) shall be true and correct in all material respects (provided that any representation or warranty that
is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the applicable Extension
Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific
date); and


 


(iii) the
Administrative Agent shall have received a certificate from the Company signed by a Financial Officer of the Company (A) certifying
the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by each Borrower approving
or consenting to such extension.


 


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


 




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SECTION 3.11 Disclosure.
No written report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to
the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement
or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading when taken as a whole; provided that, with respect to projected
financial information, such Loan Party represents only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time (it being understood and agreed that projected financial information is simply an estimate,
and there is no guarantee that projected results will in fact be achieved). As
of the Amendment No. 1 Effective Date, to the best knowledge of the Company, the information included in the Beneficial Ownership
Certification provided on or prior to the Amendment No. 1 Effective Date to any Lender in connection with this Agreement is true
and correct in all material respects.


 


SECTION 3.12 Anti-Corruption
Laws and Sanctions.


 


(a)           Each
of the Parent and its Subsidiaries and, to its Knowledge, its controlled affiliated companies and their respective directors, officers,
employees, and agents are conducting their business in compliance in all material respects with Anti-Corruption Laws and have instituted
and maintained policies and procedures designed to promote and achieve compliance with such laws in all material respects.


 


(b)           None
of the Parent or its Subsidiaries or, to its Knowledge, their respective directors, officers, employees or agents acting in any
capacity in connection with, or directly benefiting from, the Credit Events:


 


(i)             is
a Designated Person;


 


(ii)            is
a Person that is owned or controlled by a Designated Person or by a Sanctioned Country;


 


(iii)           is
incorporated, organized or resident in a Sanctioned Country, in violation of Sanctions; or


 


(iv)           is
(or, except as disclosed in writing to the Administrative Agent prior to the Effective Date, has, to the Parent’s Knowledge,
within the year preceding the Effective Date) directly or, to the Parent’s Knowledge, indirectly engaged in, any dealings
or transactions, in each case in violation of any Sanctions, (1) with any Designated Person or (2) in any Sanctioned Country to
the extent that after giving effect to such dealings or transactions the Parent and its Subsidiaries have more than 5% of their
consolidated assets in Sanctioned Countries or derive more than 5% of their consolidated revenues from investments in, or transactions
with, Sanctioned Countries.


 


SECTION 3.13 Domiciliation;
Centre of Main Interests. In the case of a Loan Party organized under the laws of Luxembourg, the head office
(administration centrale) and the place of effective management (siège de direction effective) are
located at the place of its registered office (siège statutaire) in Luxembourg and, for the purposes of the
Insolvency Regulation, the centre of main interests (centre des intérêts principaux) is located at the
place of its registered office (siège statutaire) in Luxembourg. Each UK Loan Party incorporated or organized
in an EU jurisdiction represents and warrants to the Lenders that its centre of main interest (as that term is used in
Article 3(1) of the Insolvency Regulation) is in its jurisdiction of incorporation and it has no establishment (as that term
is used in Article 2(10) of the Insolvency Regulation) in any other jurisdiction. Each UK Loan Party incorporated in England
and Wales and the Irish Guarantor represents and warrants to the Lenders that its centre of main interest (as that term is
used in Article 3(1) of the Insolvency 


 






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Transactions as the Administrative Agent shall reasonably request. The Company hereby
requests each such counsels to deliver such opinions.


 


(c)           The
Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of the Loan Parties (which shall include, in the case of the
Irish Loan Party, evidence that such Loan Party has complied with Section 82 of the Companies Act 2014 of Ireland), the authorization
of the Transactions and any other legal matters relating to the Parent, the Company, the Initial Affiliate Borrower, the Loan Documents
or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel and as further described
in the list of closing documents attached as Exhibit E.


 


(d)          The
Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Manager of the Company, certifying
(i) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 and (ii) that since December 31,
2017, there has been no material adverse change in the financial condition, operations, business or assets of the Parent, the Company
and its Subsidiaries on a consolidated basis (except as disclosed in the Public Filings).


 


(e)          The
Administrative Agent shall have received evidence satisfactory to it that the credit facility evidenced by the Existing Credit
Agreement has been, or substantially concurrently with the Effective Date will be, terminated and cancelled and any and all indebtedness
thereunder shall have been fully repaid and any and all liens thereunder (if any) have been terminated and released.


 


(f)           The
Administrative Agent shall have received evidence satisfactory to it that all conditions to funding under the credit facility of
nVent Finance S.à r.l., an indirect subsidiary of the Parent to be spun off as part of the Parent’s spinoff of its
electrical business, have been, or substantially concurrently with the Effective Date will be, satisfied.


 


(g)          The
Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including,
to the extent invoiced (in reasonable detail) at least one (1) Business Day prior to the Effective Date, reimbursement or payment
of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.


 


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


 


SECTION 4.02 Each
Credit Event. The obligation of each Lender to make a Loan, and of the Issuing Banks to issue, increase, renew or extend any
Letter of Credit, is subject to the satisfaction of the following conditions:


 


(a)           the
representations and warranties of the Borrowers set forth in this Agreement (other than the representations contained in Sections
3.04(c) and 3.05) shall be true and correct in all material respects (provided that any representation or warranty
that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the
date of such Loan (or, if any such representation or warranty is expressly stated to have been made as of a specific
date, as of such specific date) or the date of issuance, amendment to increase, renewal or extension of such Letter of Credit,
as applicable.


 


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








 






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Each Loan and each issuance, amendment
to increase, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers
on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.


 


SECTION 4.03 Designation
of an Affiliate Borrower. The designation of an Affiliate Borrower pursuant to Section 2.23 is subject to the conditions
precedent that:


 


(a)           The
Company or such proposed Affiliate Borrower shall have furnished or caused to be furnished to the Administrative Agent:


 


(i)            subject
to clauses (d) and (e) below, copies, certified by the Secretary or Assistant Secretary (or other appropriate officer, manager
or director) of such Subsidiary, of its board of directors’ (or other applicable governing body’s) resolutions (and
resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Affiliate Borrowing
Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary;


 


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


 


(iii)          opinions
of counsel to such Subsidiary (which may include inside counsel to such Subsidiary for certain matters), in form and substance
reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization
and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent
and the Lenders;


 


(iv)          any
promissory notes requested by any Lender, and any other instruments and documents reasonably requested by the Administrative Agent
or any Lender (including in connection with the Patriot Act); and


 


(v)           any
documentation and other information related to such Subsidiary reasonably requested by the Administrative Agent or any Lender under
applicable “know your customer” or similar rules and regulations, including the Patriot Act and
the Beneficial Ownership Regulation;


 


(b)         The
Administrative Agent shall have received evidence satisfactory to it that all of such Affiliate Borrower’s then existing
credit facilities shall have been cancelled and terminated and all indebtedness thereunder shall have been fully repaid (except
to the extent being so repaid with the initial Revolving Loans to such Borrower or otherwise permitted to be outstanding pursuant
to this Agreement);


 


(c)           In
the event an Affiliate Borrower is organized under the laws of Luxembourg, (i) an excerpt (extrait) issued by the
Luxembourg Trade and Companies Register dated as of the date of its designation and (ii) a non-registration certificate
(certificate de non-inscription d’une décision judiciaire) issued by the Luxembourg Trade 


 






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and the
absence of footnotes) the financial position and results of operations of the Parent and the Consolidated Subsidiaries.


 


(c)           Compliance
Certificates. Simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above,
a certificate of a Senior Financial Officer (i) setting forth in reasonable detail the calculations required to establish whether
the Parent was in compliance with the requirements of Sections 6.01 and 6.02 on the date of such financial statements
and (ii) stating whether there exists on the date of such certificate any Event of Default or Default and, if any such event then
exists, setting forth the details thereof and the action which the Parent is taking or proposes to take with respect thereto.


 


(d)           Notice
of Default. Forthwith upon the occurrence of any Responsible Officer obtaining knowledge of any Event of Default or Default,
a certificate of a Senior Financial Officer setting forth the details thereof and the action which the Parent is taking or proposes
to take with respect thereto.


 


(e)           Shareholder
Information. Promptly upon the mailing thereof to the shareholders of the Parent generally, copies of all financial statements,
reports and proxy statements so mailed.


 


(f)           SEC
Filings. Promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration
statements on Form S-8 or its equivalent) and reports on Forms 10-K and 10-Q which the Parent shall have filed with the SEC.


 


(g)          ERISA
Notices. If and when the Parent or ERISA Affiliate or is required to give notice to the PBGC of any “reportable event”
(as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a distress
or PBGC-initiated termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given
or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to
be given to the PBGC.


 


(h)          Notice
of Other Material Events. Promptly upon obtaining knowledge thereof, notice of the commencement of any litigation or Governmental
Authority proceeding affecting the Parent or any Subsidiary (including pursuant to any applicable Environmental Law) in which there
is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect.


 


(i)            Ratings.
Promptly upon the public announcement thereof, notice of any downgrade in any credit rating (including the Public Debt Rating)
with respect to the Company or the Parent by Moody’s, S&P or Fitch.


 


(j)            Beneficial
Ownership Certification Changes. Promptly after the occurrence thereof, notice to the applicable Lender of any change in the information
provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial
owners identified in such certification.


 


(k)           (j)
Other Information. From time to timePromptly
following any request therefor, (x) such additional information regarding the financial position or business of the
Loan Parties (including in connection with the Patriot Act) as the Administrative
Agent, at the request of any Lender, may reasonably request. and
(y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with
applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the
Beneficial Ownership Regulation.


 


Documents
required to be delivered pursuant to Sections 3.04 or 5.01 (to the extent any such documents are included in
materials otherwise filed with the SEC) may be delivered electronically 


 






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satisfied with respect to such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and
this Agreement; or


 


(iv)         such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


(b)           In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not
provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding
clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y)
covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for
the benefit of, the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt,
to or for the benefit of the Company or any other Loan Party, that:


 


(i)            none
of the Administrative Agent, or any Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of
such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement,
any Loan Document or any documents related hereto or thereto);


 


(ii)           the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of
29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investment adviser, a broker-dealer
or other person that holds, or has under management or control, total assets of at least $50,000,000, in each case as described
in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E);


 


(iii)          the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment
risks independently, both in general and with regard to particular transactions and investment strategies (including in respect
of the obligations);


 


(iv)          the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code,
or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising
independent judgment in evaluating the transactions hereunder; and


 


(v)           no
fee or other compensation is being paid directly to the Administrative Agent, or any Arranger or any their respective Affiliates
for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this
Agreement.


 


(c)          The
Administrative Agent, and each Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that
such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may
receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii)
may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being
paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other
payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including


 






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the Required
Lenders or by the Borrowers and the Administrative Agent with the consent of the Required Lenders; provided that no such
agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal
amount of any Loan or LC Disbursement or reduce the rate of interest thereon (other than waivers or amendments with respect to
the application of a default rate of interest pursuant to Section 2.13(b)), or reduce any fees payable hereunder, without
the written consent of each Lender directly affected thereby (except that neither (A) any amendment or modification of the financial
covenants in this Agreement (or defined terms used in the financial covenants in this Agreement) or (B) any amendment entered
into pursuant to the terms of Section 2.14(c) shall constitute a reduction in the rate of interest or fees for purposes
of this clause (ii)), (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or
any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby (other than
any reduction of the amount of, or any extension of the payment date for, the mandatory prepayments required under Section
2.11, in each case which shall only require the approval of the Required Revolving
Lenders), (iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments
required thereby, without the written consent of each Lender, (v) (x)
waive any condition set forth in Section 4.02 in respect of the making of a Revolving Loan without the written consent of the
Required Revolving Lenders or (y) waive any condition set forth in Section 4.02 in respect of the making of a Term Loan without
the written consent of the Required Term Lenders, (vi) change any of the provisions of this Section or the definition
of “Required Lenders”, “Required Revolving Lenders”
or “Required Term Lenders” or any other provision hereof specifying the number or percentage of Lenders
required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the
written consent of each Lender directly affected thereby (it being understood that, solely with the consent of the parties prescribed
by Section 2.20 to be parties to an Incremental Term Loan Amendment, Incremental Term Loans may be included in the determination
of Required Lenders on substantially the same basis as the Commitments and the Revolving Loans are included on the Effective Date)
or (vivii)
release the Parent or the Swiss Guarantor from its obligations under Article X (other than with respect to any Borrower
ceasing to be a Borrower in accordance with this Agreement) without the written consent of each Lender; provided further
that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank
or any Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or such Swingline
Lender, as the case may be (it being understood that any change to Section 2.24 shall require the consent of the Administrative
Agent, the Issuing Banks and the Swingline Lenders). Notwithstanding the foregoing, (A) no consent with respect to any amendment,
waiver or other modification of this Agreement shall be required of any Defaulting Lender, except with respect to any amendment,
waiver or other modification referred to in clause (i), (ii) or (iii) of the first proviso of this paragraph and then only in
the event such Defaulting Lender shall be directly affected by such amendment, waiver or other modification, and (B) as to any
amendment, amendment and restatement or other modification otherwise approved in accordance with this Section, it shall not be
necessary to obtain the consent or approval of any Lender that, upon giving effect to such amendment, amendment and restatement
or other modification, would have no Commitment or outstanding Loans, so long as such Lender receives payment in full of the principal
of and interest on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under
this Agreement and the other Loan Documents at the time such amendment, amendment and restatement or other modification becomes
effective.


 


(c)           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 Company may elect to replace a Non-Consenting Lender as a Lender
party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is
reasonably satisfactory to the Company and the Administrative Agent shall agree, as of such date, to purchase for cash the
Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender
for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such
date and to comply with the requirements of clause (b) of Section 9.04, and (ii) each Borrower shall pay to such
Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued
but unpaid to such Non-Consenting Lender by such Borrower hereunder to and including the date of termination, including
without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal
to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of
such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender. Each party hereto agrees
that (1) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed
by the Company, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an
Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and
such parties are participants), and (2) the Lender required to make such assignment need not be a party thereto in order for
such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided
that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver
such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such
documents shall be without recourse to or warranty by the parties thereto.


 






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(d)          Notwithstanding
the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of
the Required Lenders, the Administrative Agent and the Borrowers (x) to add one or more credit facilities (in addition to the Incremental
Term Loans pursuant to an Incremental Term Loan Amendment) to this Agreement and to permit extensions of credit from time to time
outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement
and the other Loan Documents with the Revolving Loans, the initial Term
Loans, Incremental Term Loans and the accrued interest and fees in respect thereof and (y) to include appropriately
the Lenders holding such credit facilities in any determination of the Required Lenders and,
the Required Revolving Lenders, the Required Term Lenders and the Lenders.


 


(e)           If
the Administrative Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other
defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Company shall be permitted
to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and
such amendment shall become effective without any further action or consent of any other party to this Agreement.


 


SECTION 9.03 Expenses;
Indemnity; Damage Waiver. (a) The Company shall pay (i) all reasonable, documented and invoiced out-of-pocket expenses
incurred by the Administrative Agent and JPMCB in its capacity as an Arranger, including the reasonable, documented and
invoiced fees, disbursements and other charges of one primary counsel (and one additional local counsel in each applicable
jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without
limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the
preparation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby
shall be consummated); provided that, in advance of contacting outside counsel of the Administrative Agent regarding
matters concerning the administration of this Agreement in respect of which the Administrative Agent will expect to be
reimbursed by the Company, the Administrative Agent will notify the Company of its intent to contact such outside counsel,
(ii) all reasonable, documented and invoiced out-of-pocket expenses incurred by any Issuing Bank in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all
reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the
reasonable fees, disbursements and other charges of one primary counsel (and one local counsel in each applicable
jurisdiction) for the Administrative Agent, one additional counsel for all the Lenders other than the Administrative Agent
and additional counsel as any Lender reasonably determines are necessary to avoid actual or potential conflicts of
interest or the availability of different claims or defenses, in connection with the enforcement or protection of its rights
in connection with this Agreement and any other Loan Document at any time during a Default, including its rights under this
Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations during an Event of Default in respect of such Loans or
Letters of Credit.


 






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(b)          The
Company shall indemnify the Administrative Agent, each Arranger and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities, penalties and related costs and expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, as and when incurred by or asserted against any Indemnitee arising out of, in connection with,
or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, or the
performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal
by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand
do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials
on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in
any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the
Company or any of its Subsidiaries and regardless of whether any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses
are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (a) the gross negligence
or willful misconduct of such Indemnitee or any of its Related Indemnified Persons, (b) a dispute among the Indemnitees not arising
from an act or omission of the Company or any of its Affiliates (other than a dispute involving a claim against an Indemnitee for
its acts or omissions in its capacity as an arranger, bookrunner, agent or similar role in respect of the credit facilityfacilities
evidenced by this Agreement, except, with respect to this clause (b), to the extent such acts or omissions are determined by a
court of competent jurisdiction by final and non-appealable judgment to have constituted the gross negligence or willful misconduct
of such Indemnitee in such capacity) or (c) such Indemnitee’s or any of its Related Indemnified Persons’ material breach
of the Loan Documents (as determined pursuant to a claim asserted by the Company, whether as a claim, counterclaim or otherwise).
This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages
arising from any non-Tax claim. For purposes of this Section 9.03(b), a “Related Indemnified Person”
of an Indemnitee means (1) any controlled Affiliate of such Indemnitee, (2) the respective directors, managers, officers and employees
of such Indemnitee and of its controlled Affiliates and (3) the respective agents of such Indemnitee and its controlled Affiliates,
in the case of this clause (3), acting at the express instructions of such Indemnitee or such controlled Affiliate; provided
that each reference to a controlled affiliate, director, manager, officer or employee in this sentence pertains to a controlled
affiliate, director, manager, officer or employee involved in the structuring, arrangement, negotiation or syndication of the credit
facilities evidenced by this Agreement and/or the consummation of the transactions contemplated by the Loan Documents.


 


(c)           Each
Lender severally agrees to pay any amount required to be paid by the Company under paragraph (a) or (b) of this Section 9.03
to the Administrative Agent, and each Revolving Lender severally
agrees to pay to each Issuing Bank and each Swingline Lender,
as the case may be, and each Related Party of any of the foregoing Persons (each, an “Agent
Indemnitee”) (to the extent not reimbursed by the Company and without limiting the obligation of the Company to do
so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought
under this Section (or, if indemnification is sought after the date upon which the Revolving
Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable
Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related
expenses, including the fees, charges and disbursements of any kind whatsoever 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 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
termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.


 






    108


     


    

 


(d)          To
the extent permitted by applicable law, the Company shall not assert, and hereby waives, any claim against any Indemnitee, (i)
for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic
or other information transmission systems (including the Internet), other than for direct or actual damages determined by a court
of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct
of such Indemnitee or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the Transactions, any Loan, any Letter of Credit or the use of the proceeds
thereof.


 


(e)          All
amounts due under this Section shall be payable not later than 30 days after written demand therefor accompanied by a reasonably
detailed calculation of the amount demanded.


 


SECTION 9.04 Successors
and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of
Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and
void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.
Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit),
Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under
or by reason of this Agreement.


  



    109


     


    




 


(b)(i)Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible
Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its CommitmentCommitments
and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, it being understood
that in the case of any assignment that requires the Company’s consent, without limiting any other factors that may be reasonable,
it shall be reasonable for the Company to consider a proposed assignee’s right to require reimbursement for increased costs
when determining whether to consent to such an assignment) of:





 


(A)         the
Company (provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written
notice to the Administrative Agent within ten (10) Business Days after having received notice thereof), provided that no
consent of the Company shall be required (but notice to the Company, either prior to or promptly after such assignment, shall be
required) for an assignment to (1) a Lender, an Affiliate of a Lender or an Approved Fund or (2) if an Event of Default has occurred
and is continuing, any other assignee; and


 


(B)         the
Administrative Agent;


 


(C)         the
Issuing Banks; provided that no consent of the Issuing Banks shall be
required for an assignment of all or any portion of a Term Loan Commitment or a Term Loan; and


 


(D)         the
Swingline Lenders; provided that no consent of the Swingline Lenders
shall be required for an assignment of all or any portion of a Term Loan Commitment or a Term Loan.


 


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


 


(A)         except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to the Administrative Agent) shall not be less than $5,000,000 (in
the case of Revolving Commitments and Revolving Loans) or $1,000,000 (in the case of Term Loans) unless each of the
Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if
an Event of Default has occurred and is continuing;


 


(B)         each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all
the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;


 


(C)         the
parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the
extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform
as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing
and recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such
Lenders;


 


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


 






    110


     


    

 


 


(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.


 


SECTION 9.17 Confirmation of Lender’s
Status as Swiss Qualifying Lender. Each Lender represents and warrants to the Loan Parties that, on the date of this Agreement
(or, if later, the date such Lender becomes a party hereto), unless notified in writing to the Company and the Administrative Agent
prior to the Effective Date (or such later date), it is a Swiss Qualifying Lender and has not entered into a participation arrangement
with respect to this Agreement with any Person that is a Swiss Non-Qualifying Lender. Any Person that shall become a successor,
assign or Participant with respect to any Lender pursuant to this Agreement shall be deemed to have represented and warranted that
it is a Swiss Qualifying Lender and has not entered into a participation arrangement with respect to this Agreement with any Person
that is a Swiss Non-Qualifying Lender or, if not, such Person accounts as one single creditor for purposes of the Swiss Non-Bank
Rules. Each Lender shall promptly notify the Company and the Administrative Agent if for any reason it ceases to be a Swiss Qualifying
Lender and/or it enters into a participation arrangement with respect to this Agreement with any Person that is a Swiss Non-Qualifying
Lender.


 


SECTION
9.18Acknowledgement Regarding Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise,
for Swap Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each
such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the
Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents
and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or
any other state of the United States):


 


In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any
interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported
QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and
rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party
or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights
under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against
such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state
of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties
with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or
any QFC Credit Support.


 


ARTICLE X.


 


GUARANTEE


 


SECTION 10.01         Guaranty.


 







    120


     


    

 


SCHEDULE 2.01


 


COMMITMENTS


 


	 	 	 	 	 	TERM LOAN	 
	LENDER	 	REVOLVING
    COMMITMENT	 	 	COMMITMENT	 
	JPMORGAN CHASE BANK, N.A.	 	$	94,000,000	 	 	$	0	 
	 	 	 	 	 	 	 	 	 
	BANK OF AMERICA, N.A.	 	$	94,000,000	 	 	$	45,000,000	 
	 	 	 	 	 	 	 	 	 
	MUFG BANK, LTD.	 	$	94,000,000	 	 	$	0	 
	 	 	 	 	 	 	 	 	 
	CITIBANK, N.A.	 	$	94,000,000	 	 	$	0	 
	 	 	 	 	 	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION	 	$	94,000,000	 	 	$	50,000,000	 
	 	 	 	 	 	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	$	56,000,000	 	 	$	45,000,000	 
	 	 	 	 	 	 	 	 	 
	HSBC BANK USA, NATIONAL ASSOCIATION	 	$	56,000,000	 	 	$	0	 
	 	 	 	 	 	 	 	 	 
	BANCO BILBAO VIZCAYA	 	$	56,000,000	 	 	$	20,000,000	 
	ARGENTARIA, S.A. NEW YORK BRANCH	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	BANK OF MONTREAL, LONDON BRANCH	 	$	56,000,000	 	 	$	0	 
	 	 	 	 	 	 	 	 	 
	INTESA SANPAOLO S.P.A.	 	$	50,000,000	 	 	$	0	 
	 	 	 	 	 	 	 	 	 
	DEUTSCHE BANK AG NEW YORK BRANCH	 	$	39,000,000	 	 	$	0	 
	 	 	 	 	 	 	 	 	 
	BANK OF CHINA, LOS ANGELES BRANCH	 	$	39,000,000	 	 	$	20,000,000	 
	 	 	 	 	 	 	 	 	 
	ING BANK N.V., DUBLIN BRANCH	 	$	39,000,000	 	 	$	0	 
	 	 	 	 	 	 	 	 	 
	PNC BANK, NATIONAL ASSOCIATION	 	$	39,000,000	 	 	$	20,000,000	 
	 	 	 	 	 	 	 	 	 
	AGGREGATE	 	$	900,000,000	 	 	$	200,000,000	 



 






    


     


    

 


COMMITMENTCOMMITMENTS


 






    


     


    

 


	 	 	 	Aggregate Amount of	 	 	 	Amount of	 	 	 	Percentage Assigned	 
	 	 	 	Commitment/Loans for all	 	 	 	Commitment/	 	 	 	of	 
	Facility Assigned2	 	 	Lenders	 	 	 	Loans Assigned	 	 	 	Commitment/Loans23	 
	 	 	$	 	 	 	$	 	 	 	 	 	%
	 	 	$	 	 	 	$	 	 	 	 	 	%
	 	 	$	 	 	 	$	 	 	 	 	 	%



 


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 Parent, the Company, the other Loan Parties and/or their
Related Parties and/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 ASSIGNEE]
	 	 
	 	By:	 
	 	 	Title:


 


Consented to and Accepted:


 


	JPMORGAN CHASE BANK, N.A., as Administrative Agent [and an
    Issuing Bank and a Swingline Lender]	 
	 	 
	By:	 	 
	Title:	 	 
	 	 	 
	[Consented to:]34	 
	 	 
	[OTHER ISSUING BANKS AND SWINGLINE LENDERS]	 


 





 



 2
Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under
this Assignment (e.g., “Revolving Commitment”, “Term Loan Commitment”, etc.).


23
Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.


34
To be added only if the consent of the Issuing Banks and the Swingline Lenders is required by the terms of the
Credit Agreement.


 









    


     


    

 


	[Consented to:]45
	 
	PENTAIR FINANCE S.À R.L.
	 
	By:	 	 
	Title:	 	 





 


 






45
To be added only if the consent of the Company is required by the terms of the Credit Agreement.


 






    


     


    

 


2.           Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.


 


3.   
      General Provisions. This Assignment and Assumption shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in
any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this
Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of
a signature page of this Assignment and Assumption by any Approved Electronic Platform shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of New York.


 


4.           [The Assignee confirms
for the benefit of the Administrative Agent and the Loan Parties but without liability to any Loan Party, that it is [not a UK
Qualifying Lender] [a UK Qualifying Lender (other than a UK Treaty Lender)] [(a UK Treaty Lender]].56


 


5.           [The Assignee confirms
that the person beneficially entitled to interest payable to that Assignee in respect of an advance under a Loan Document is either
(a) a company resident in the United Kingdom for United Kingdom tax purposes or (b) a partnership each member of which is (i) a
company so resident in the United Kingdom or (ii) a company not so resident in the United Kingdom which carries on a trade in the
United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the
meaning of section 19 of the UK CTA 2009) the whole of any share of interest payable in respect of that advance that falls to it
by reason of Part 17 of the UK CTA 2009 or (c) a company not so resident in the United Kingdom which carries on a trade in the
United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing
the chargeable profits (within the meaning of section 19 of the UK CTA 2009) of that company.]67


 


6.           [The Assignee confirms
that it holds a passport under the HM Revenue and Customs DT Treaty Passport scheme (reference number [   ]) and is tax resident
in [   ]78,
so that interest payable to it by borrowers is generally subject to full exemption from United Kingdom withholding tax and requests
that the Company notify:


 


		(i)	each UK Borrower which is a party to the Credit Agreement
as a Borrower as at the date of this Assignment and Assumption; and



 


		(ii)	each UK Borrower which becomes a Borrower after the date
of this Assignment and Assumption,



 


that it wishes that scheme to apply to
the Credit Agreement.]89


 





 






56
Delete as applicable – each Assignee is required to confirm which of these three categories it falls within.


 67
Insert if comes within clause (a)(ii) of the definition of UK Qualifying Lender.


78
Insert jurisdiction of tax residence.


89
Include if the Assignee holds a passport under the HM Revenue and Customs DT Treaty Passport scheme and wishes that scheme to apply
to the Credit Agreement.


 






    


     


    

 


EXHIBIT C-1


 


FORM OF INCREASING LENDER SUPPLEMENT


 


INCREASING LENDER SUPPLEMENT, dated  
, 20   (this “Supplement”), by and among each of the signatories hereto, to the Credit Agreement, dated
as of April 25, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Pentair Finance S.à r.l. a Luxembourg private limited liability company (Société à responsabilité
limitée), having its registered office at 26, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered
with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B 166305 (the “Company”),
Pentair plc (the “Parent”), Pentair Investments Switzerland GmbH (the “Swiss Guarantor”),
Pentair, Inc. (the “Initial Affiliate Borrower”), the other Affiliate Borrowers from time to time party thereto,
the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


W I T N E S S E T H


 


WHEREAS, pursuant to Section 2.20
of the Credit Agreement, the Company has the right, subject to the terms and conditions thereof, to effectuate from time to time
an increase in the Aggregate Commitmentaggregate
Revolving Commitments and/or one or more tranches of Incremental Term Loans under the Credit Agreement by requesting
one or more Lenders to increase the amount of its Commitment and/or to participate in such a tranche;


 


WHEREAS, the Company has given notice to
the Administrative Agent of its intention to [increase the Aggregate Commitmentaggregate
Revolving Commitments] [and] [enter into a tranche of Incremental Term Loans] pursuant to such Section 2.20;
and


 


WHEREAS, pursuant to Section 2.20
of the Credit Agreement, the undersigned Increasing Lender now desires to [increase the amount of its Revolving
Commitment] [and] [participate in a tranche of Incremental Term Loans] under the Credit Agreement by executing and delivering to
the Company and the Administrative Agent this Supplement;


 


NOW, THEREFORE, each of the parties hereto
hereby agrees as follows:


 


1.       The
undersigned Increasing Lender agrees, subject to the terms and conditions of the Credit Agreement, that on the date of this Supplement
it shall [have its Revolving Commitment increased by $[  
], thereby making the aggregate amount of its total Revolving Commitments
equal to $[   ]] [and] [participate in a tranche of Incremental Term Loans with a commitment amount equal to $[   ] with
respect thereto].


 


[[__].The undersigned Increasing
Lender confirms for the benefit of the Administrative Agent and the Loan Parties but without liability to any Loan Party, that
it is [not a UK Qualifying Lender] [a UK Qualifying Lender (other than a UK Treaty Lender)] [(a UK Treaty Lender].]910


 


[[__].The undersigned Increasing
Lender confirms that the person beneficially entitled to interest payable to that Increasing Lender in respect of an advance under
a Loan Document is either (a) a company resident in the United Kingdom for United Kingdom tax purposes or (b) a partnership each
member of which is (i) a company so resident in the United Kingdom or (ii) a company not so resident in the United Kingdom which
carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable
profits (within the meaning of section 19 of the UK CTA 2009) the whole of any share of interest payable in respect of that advance
that falls to it by reason of Part 17 of the UK CTA 2009 or (c) a company not so resident in


 


 






910
Delete as applicable – each Increasing Lender is required to confirm which of these three categories it falls within.


 






    


     


    

 


the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable
profits (within the meaning of section 19 of the UK CTA 2009) of that company.]1011


 


[[__].     The undersigned Increasing
Lender confirms that it holds a passport under the HM Revenue and Customs DT Treaty Passport scheme (reference number [  
]) and is tax resident in [   ]1112,
so that interest payable to it by borrowers is generally subject to full exemption from United Kingdom withholding tax and requests
that the Company notify:


 


(i)          each
UK Borrower which is a party to the Credit Agreement as a Borrower as at the date of this Assignment and Assumption; and


 


(ii)         each
UK Borrower which becomes a Borrower after the date of this Assignment and Assumption,


 


that it wishes that scheme to apply to the Credit
Agreement.]1213


 


2.           The
Company hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date
hereof.


 


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


 


4.           This
Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.


 


5.           This
Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.


 


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


 


 


	 	[INSERT NAME OF INCREASING LENDER]
	 	 
	 	 
	 	 	 
	 	By:	       
	 	Name:	 
	 	Title:	 


 


 






1011
Insert if comes within clause (a)(ii) of the definition of UK Qualifying Lender.


1112
Insert jurisdiction of tax residence.


1213
Include if the Increasing Lender holds a passport under the HM Revenue and Customs DT Treaty Passport scheme and wishes that scheme
to apply to the Credit Agreement.


 






    


     


    

 


EXHIBIT C-2


 


FORM OF AUGMENTING LENDER SUPPLEMENT


 


AUGMENTING LENDER SUPPLEMENT, dated  
, 20   (this “Supplement”), by and among each of the signatories hereto, to the Credit Agreement, dated
as of April 25, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Pentair Finance S.à r.l. a Luxembourg private limited liability company (Société à responsabilité
limitée), having its registered office at 26, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered
with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B 166305 (the “Company”),
Pentair plc (the “Parent”), Pentair Investments Switzerland GmbH (the “Swiss Guarantor”),
Pentair, Inc. (the “Initial Affiliate Borrower”), the other Affiliate Borrowers from time to time party thereto,
the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


 


W I T N E S S E T H


 


WHEREAS, the Credit Agreement provides in
Section 2.20 thereof that any bank, financial institution or other entity may [extend Revolving
Commitments] [and] [participate in tranches of Incremental Term Loans] under the Credit Agreement subject to the approval of the
Company and the Administrative Agent, by executing and delivering to the Company and the Administrative Agent a supplement to the
Credit Agreement in substantially the form of this Supplement; and


 


WHEREAS, the undersigned Augmenting Lender
was not an original party to the Credit Agreement but now desires to become a party thereto;


 


NOW, THEREFORE, each of the parties hereto hereby
agrees as follows:


 


1.       The
undersigned Augmenting Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date
of this Supplement, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto,
with a [Revolving Commitment with
respect to Revolving Loans of $[   ]] [and] [a commitment with respect to Incremental Term Loans of $[  
]].


 


[[__].     The undersigned Augmenting
Lender confirms for the benefit of the Administrative Agent and the Loan Parties but without liability to any Loan Party, that
it is [not a UK Qualifying Lender] [a UK Qualifying Lender (other than a UK Treaty Lender)] [(a UK Treaty Lender].]1314


 


[[__].     The undersigned Augmenting
Lender confirms that the person beneficially entitled to interest payable to that Augmenting Lender in respect of an advance under
a Loan Document is either (a) a company resident in the United Kingdom for United Kingdom tax purposes or (b) a partnership each
member of which is (i) a company so resident in the United Kingdom or (ii) a company not so resident in the United Kingdom which
carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable
profits (within the meaning of section 19 of the UK CTA 2009) the whole of any share of interest payable in respect of that advance
that falls to it by reason of Part 17 of the UK CTA 2009 or (c) a company not so resident in the United Kingdom which carries on
a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that
advance in computing the chargeable profits (within the meaning of section 19 of the UK CTA 2009) of that company.]1415


 


 






1314
Delete as applicable – each Augmenting Lender is required to confirm which of these three categories it falls within.


1415
Insert if comes within clause (a)(ii) of the definition of UK Qualifying Lender.


 






    


     


    

 


[[__].     The undersigned Augmenting
Lender confirms that it holds a passport under the HM Revenue and Customs DT Treaty Passport scheme (reference number [  
]) and is tax resident in [   ]1516,
so that interest payable to it by borrowers is generally subject to full exemption from United Kingdom withholding tax and requests
that the Company notify:


 


(i)          each
UK Borrower which is a party to the Credit Agreement as a Borrower as at the date of this Assignment and Assumption; and


 


(ii)         each
UK Borrower which becomes a Borrower after the date of this Assignment and Assumption,


 


that it wishes that scheme to apply to the Credit
Agreement.]1617


 


2.       The
undersigned Augmenting Lender (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms
that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant
to Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument
or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent
on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished
pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are
incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance
with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.


 


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


 


[__]


 


4.       The
Company hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date
hereof.


 


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


 


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


 


7.       This
Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.


 


[remainder of this page intentionally left blank]


 


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


 


 






1516
Insert jurisdiction of tax residence.


1617
Include if the Augmenting Lender holds a passport under the HM Revenue and Customs DT Treaty Passport scheme and wishes that scheme
to apply to the Credit Agreement.







 






    


     


    

 



 


EXHIBIT DD-1


 


[FORM OF]


REVOLVING CREDIT NOTE


 


April 25, 2018


 


FOR VALUE RECEIVED, the undersigned, [PENTAIR
FINANCE S.À R.L., a Luxembourg private limited liability company (Société à responsabilité
limitée), having its registered office at 26, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered
with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B 166305][PENTAIR, INC., a Minnesota corporation]
(the “Borrower”), HEREBY PROMISES TO PAY TO [LENDER] (the “Lender”) the outstanding principal
balance of the Lender’s Revolving Loans made to the
Borrower, together with interest thereon, at the rate or rates, in the amounts and at the time or times set forth in the Credit
Agreement (as the same may be amended, restated, supplemented
and/or otherwise modified from time to time, the “Credit
Agreement”), dated as of April 25, 2018, by and among Pentair Finance S.à r.l., Pentair plc, Pentair Investments
Switzerland GmbH, Pentair, Inc., the other Affiliate Borrowers from time to time party thereto, the Lenders party thereto, the
Documentation Agents, the Syndication Agents and JPMorgan Chase Bank, N.A., as the Administrative Agent, in each case at such place
as the Administrative Agent may specify from time to time, in lawful money of the United States in immediately available funds.


 


Capitalized terms used herein which are
not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.


 


The Revolving
Loans evidenced by this Note are prepayable in the amounts, and on the dates, set forth in the Credit Agreement. This Note is one
of the Notes under, and as such term is defined in, the Credit Agreement, and is subject to, and should be construed in accordance
with, the provisions thereof, and is entitled to the benefits set forth in the Loan Documents.


 


The Lender is hereby authorized to record
on the schedule annexed hereto and any continuation sheets which the Lender may attach thereto (a) the date and amount of each
Revolving Loan made by such Lender, (b) the character of
each Revolving Loan as one or more ABR Borrowings, one or
more Eurocurrency Borrowings, or a combination thereof, (c) the Interest Period and Adjusted LIBO Rate applicable to each Eurocurrency
Borrowing, and (d) the date and amount of each conversion of, and each payment or prepayment of principal of, each Revolving
Loan. No failure to so record nor any error in so recording shall affect the obligation of the Borrower to repay the Revolving
Loans, together with interest thereon, as provided in the Credit Agreement, and the outstanding principal balance of the Revolving
Loans as set forth in such schedule shall be prima facie evidence of the existence and amounts of the obligations recorded
therein.


 


Except as specifically otherwise provided
in the Credit Agreement, the Borrower hereby waives presentment, demand, notice of dishonor, protest, notice of protest and all
other demands, protests and notices in connection with the execution, delivery, performance, collection and enforcement of this
Note.


 


THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


	 	[PENTAIR FINANCE S.À R.L.]
	 	[PENTAIR, INC.]
	 	 
	 	By:	 
	 	Name:
	 	Title:


 






     

     


    

 


EXHIBIT
D-2


 


[FORM
OF]


TERM
LOAN NOTE


 


[
                    ], 2019


 


FOR
VALUE RECEIVED, the undersigned, PENTAIR FINANCE S.À R.L., a Luxembourg private limited liability company (Société
à responsabilité limitée), having its registered office at 26, Boulevard Royal, L-2449 Luxembourg, Grand
Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B 166305
(the “Borrower”), HEREBY PROMISES TO PAY TO [LENDER] (the “Lender”) the outstanding principal balance of
the Lender’s Term Loans made to the Borrower, together with interest thereon, at the rate or rates, in the amounts and at
the time or times set forth in the Credit Agreement (as the same may be amended, restated, supplemented and/or otherwise modified
from time to time, the “Credit Agreement”), dated as of April 25, 2018, by and among Pentair Finance S.à r.l.,
Pentair plc, Pentair Investments Switzerland GmbH, Pentair, Inc., the other Affiliate Borrowers from time to time party thereto,
the Lenders party thereto, the Documentation Agents, the Syndication Agents and JPMorgan Chase Bank, N.A., as the Administrative
Agent, in each case at such place as the Administrative Agent may specify from time to time, in lawful money of the United States
in immediately available funds.


 


Capitalized
terms used herein which are not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.


 


The
Term Loans evidenced by this Note are prepayable in the amounts, and on the dates, set forth in the Credit Agreement. This Note
is one of the Notes under, and as such term is defined in, the Credit Agreement, and is subject to, and should be construed in
accordance with, the provisions thereof, and is entitled to the benefits set forth in the Loan Documents.


 


The
Lender is hereby authorized to record on the schedule annexed hereto and any continuation sheets which the Lender may attach thereto
(a) the date and amount of each Term Loan made by such Lender, (b) the character of each Term Loan as one or more ABR Borrowings,
one or more Eurocurrency Borrowings, or a combination thereof, (c) the Interest Period and Adjusted LIBO Rate applicable to each
Eurocurrency Borrowing, and (d) the date and amount of each conversion of, and each payment or prepayment of principal of, each
Term Loan. No failure to so record nor any error in so recording shall affect the obligation of the Borrower to repay the Term
Loans, together with interest thereon, as provided in the Credit Agreement, and the outstanding principal balance of the Term Loans
as set forth in such schedule shall be prima facie evidence of the existence and amounts of the obligations recorded therein.


 


Except
as specifically otherwise provided in the Credit Agreement, the Borrower hereby waives presentment, demand, notice of dishonor,
protest, notice of protest and all other demands, protests and notices in connection with the execution, delivery, performance,
collection and enforcement of this Note.


 


THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


	 	PENTAIR FINANCE S.À R.L.
	 	 
	 	By:	 
	 	Name:
	 	Title:


 






     

     


    

 


SCHEDULE
OF TERM LOANS AND PAYMENTS OR PREPAYMENTS


 


	 	 	 	 	Amount of	 	 
	 	 	 	 	Principal	Unpaid	 
	 	Amount	Type of	Interest	Paid or	Principal	Notation
	Date	of Loan	Loan Currency	Period/Rate	Prepaid	Balance	Made By
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 




 






     

     


    

 


EXHIBIT E


 


LIST OF CLOSING DOCUMENTS


 


PENTAIR FINANCE S.À R.L.


CERTAIN AFFILIATE BORROWERS


 


CREDIT FACILITIES


 


April 25, 2018


 


LIST OF CLOSING DOCUMENTS1718


 


A.       LOAN
DOCUMENTS


 


		1.	Credit Agreement (the “Credit Agreement”) by and among Pentair Finance S.à r.l. a Luxembourg private
limited liability company (Société à responsabilité limitée), having its registered office
at 26, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register
(R.C.S. Luxembourg) under number B 166305 (the “Company”), Pentair plc (the “Parent”),
Pentair Investments Switzerland GmbH (the “Swiss Guarantor”), Pentair, Inc. (the “Initial Affiliate
Borrower” and, together with the Company, the Parent and the Swiss Guarantor, the “Loan Parties”),
the other Affiliate Borrowers from time to time party thereto, the institutions from time to time parties thereto as Lenders (the
“Lenders”) and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for itself and the other Lenders
(the “Administrative Agent”), evidencing a revolving credit facility to the Borrowers from the Lenders in an
initial aggregate principal amount of $800,000,000.



 


SCHEDULES


 


	Schedule 2.01	--	Commitments
	Schedule 2.05	--	Swingline Sublimits
	Schedule 6.03	--	List of Existing Liens
	Schedule 6.05	--	Existing Debt




 


EXHIBITS


 


	Exhibit A	--	Form of Assignment and Assumption
	Exhibit B-1	--	Form of Opinion of Foley & Lardner LLP
	Exhibit B-2	--	Form of Opinion of Arthur Cox
	Exhibit B-3	--	Form of Opinion of Allen & Overy
	Exhibit B-4	--	Form of Opinion of Bär & Karrer Ltd.
	Exhibit C-1	--	Form of Increasing Lender Supplement
	Exhibit C-2	--	Form of Augmenting Lender Supplement
	Exhibit D	--	Form of Revolving Credit Note
	Exhibit E	--	List of Closing Documents
	Exhibit F-1	--	Form of Affiliate Borrowing Agreement
	Exhibit F-2	--	Form of Affiliate Borrowing Termination
	Exhibit G-1	--	Form of Borrowing Request
	Exhibit G-2	--	Form of Interest Election Request
	Exhibits H-1-4	--	Form of U.S. Tax Compliance Certificates




 


1718
Each capitalized term used herein and not defined herein shall have the meaning assigned to such term in the above-defined Credit
Agreement. Items appearing in bold and italics shall be prepared and/or provided by the Company and/or Company’s
counsel


 






     

     


    

 


EXHIBIT G-1


 


FORM OF BORROWING REQUEST


 


JPMorgan Chase Bank, N.A.,


as Administrative Agent


for the Lenders referred to below


 


[10 South Dearborn


Chicago, Illinois 60603


 


Attention: [                   ]


Facsimile: [                    ]]1819


 


With a copy to:


 


[                    ]


[                    ]


Attention: [                   ]


Facsimile: [                    ]


 


Re: Pentair Finance S.à r.l.


 


[Date]


 


Ladies and Gentlemen:


 


Reference is hereby made to the Credit Agreement
dated as of April 25, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Pentair Finance S.à r.l. a Luxembourg private limited liability company (Société à responsabilité
limitée), having its registered office at 26, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered
with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B 166305 (the “Company”),
Pentair plc (the “Parent”), Pentair Investments Switzerland GmbH, Pentair, Inc. (the “Initial Affiliate
Borrower”), the other Affiliate Borrowers from time to time party thereto, the institutions from time to time parties
thereto as Lenders (the “Lenders”) and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for
itself and the other Lenders (the “Administrative Agent”). Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Credit Agreement. The [undersigned Borrower][Company, on behalf of [Affiliate Borrower],]
hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Revolving
Borrowing under the Credit Agreement, and in that connection the [undersigned Borrower][Company, on behalf of [Affiliate Borrower],]
specifies the following information with respect to such Revolving Borrowing requested
hereby:


 


1.          Name of Borrower:
                       


 


2.          The
requested Borrowing is a [Revolving][Term Loan] Borrowing


 


23.        Aggregate
principal amount of Borrowing:1920
 
                       


 


34.        Date
of Borrowing (which shall be a Business Day):  
                       


 





 






1819
If request is in respect of Revolving Loans in a Foreign Currency or a Designated Loan, please replace this address with the London
address from Section 9.01(a)(ii).


 


1920
Not less than applicable amounts specified in Section 2.02(c).


 






     

     


    

 


45.          Type
of Borrowing (ABR or Eurocurrency):                         


 


56.          Interest
Period and the last day thereof (if a Eurocurrency Borrowing):2021
                        


 


67.          Agreed
Currency:                         


 


78.          Location
and number of the Borrower’s account or any other account agreed upon by the Administrative Agent and the Borrower to which
proceeds of Borrowing are to be disbursed:                         


 


[Signature Page Follows]


 





 



 2021
Which must comply with the definition of “Interest Period” and end not later than the Maturity Date.


 






     

     


    

 


The undersigned hereby represents and warrants
that the conditions to lending specified in Section[s] [4.01 and]2122
4.02 of the Credit Agreement are satisfied as of the date hereof.


 


	 	Very truly yours,
	 	 
	 	[PENTAIR FINANCE S.À R.L.,
	 	as the Company]
	 	 
	 	[AFFILIATE BORROWER,
	 	as a Borrower]
	 	 
	 	By:	                
	 	 
	 	Name:
	 	Title:


 





 



 2122
To be included only for Borrowings on the Effective Date.


 






     

     


    

 


EXHIBIT G-2


 


FORM OF INTEREST ELECTION REQUEST


 


JPMorgan Chase Bank, N.A.,


as Administrative Agent


for the Lenders referred to below


 


[10 South Dearborn


Chicago, Illinois 60603


 


Attention: [               ]


Facsimile: ([     ]) [     ]-[          ]]2223


 


Re: Pentair Finance S.à r.l.


 


[Date]


 


Ladies and Gentlemen:


 


Reference is hereby made to the Credit Agreement
dated as of April 25, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Pentair Finance S.à r.l. a Luxembourg private limited liability company (Société à responsabilité
limitée), having its registered office at 26, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered
with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B 166305 (the “Company”),
Pentair plc (the “Parent”), Pentair Investments Switzerland GmbH (the “Swiss Guarantor”),
Pentair, Inc. (the “Initial Affiliate Borrower”), the other Affiliate Borrowers from time to time party thereto,
the institutions from time to time parties thereto as Lenders (the “Lenders”) and JPMorgan Chase Bank, N.A.,
in its capacity as Administrative Agent for itself and the other Lenders (the “Administrative Agent”). Capitalized
terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The [undersigned Borrower][Company,
on behalf of [Affiliate Borrower],] hereby gives you notice pursuant to Section 2.08 of the Credit Agreement that it requests to
convert an existing Revolving Borrowing under the Credit Agreement, and in that
connection the [undersigned Borrower][Company, on behalf of [Affiliate Borrower],] specifies the following information with respect
to such conversion requested hereby:


 


		1.	List Borrower, date, Type, Class, principal amount, Agreed
Currency and Interest Period (if applicable) of existing Borrowing:                         



 


		2.	Aggregate principal amount of resulting Borrowing:                        



 


		3.	Effective date of interest election (which shall be a
Business Day):                        



 


		4.	Type of Borrowing (ABR or Eurocurrency):                        



 


		5.	Interest Period and the last day thereof (if a Eurocurrency Borrowing):2324                        



 


		6.	Agreed Currency:                        



 





 






2223
If request is in respect of Revolving Loans in a Foreign Currency or a Designated Loan, please replace this address with the London
address from Section 9.01(a)(ii).


 


2324
Which must comply with the definition of “Interest Period” and end not later than the applicable
Maturity Date.