Form 8-K

8-K — RESIDEO TECHNOLOGIES, INC.

Accession: 0001213900-26-074244

Filed: 2026-07-01

Period: 2026-06-30

CIK: 0001740332

SIC: 5072 (WHOLESALE-HARDWARE)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0296428-8k_resideo.htm (Primary)

EX-4.1 — INDENTURE DATED JUNE 30, 2026, AMONG ADI ESCROW ISSUER LLC, THE GUARANTORS FROM TIME TO TIME PARTY THERETO AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE (ea029642801ex4-1.htm)

EX-10.1 — CREDIT AGREEMENT DATED JULY 1, 2026, AMONG ADI GLOBAL DISTRIBUTION INC., ADI GLOBAL DISTRIBUTION FUNDING LLC, THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT (ea029642801ex10-1.htm)

EX-99.1 — PRESS RELEASE DATED JULY 1, 2026 (ea029642801ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0296428-8k_resideo.htm · Sequence: 1

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0001740332

2026-06-30

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 30, 2026

RESIDEO TECHNOLOGIES, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-38635

82-5318796

(State

or other jurisdiction

incorporation)

(Commission

File Number)

(IRS

Employer

Identification

No.)

16100 N. 71st Street,

Suite 550

Scottsdale,

Arizona

85254

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (480) 573-5340

Registrant’s

Former Name or Address, if changed since last report: N/A

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, $0.001 Par Value

REZI

New York Stock Exchange

Emerging

Growth Company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Senior

Notes Offering

June 30, 2026, ADI Escrow Issuer LLC (the “Escrow Issuer”), a direct, wholly-owned subsidiary of ADI Global Distribution

Inc. (“ADIG”) and an indirect, wholly-owned subsidiary of Resideo Technologies, Inc. (the “Company”), successfully

completed the previously announced offering of $400 million aggregate principal amount of the Escrow Issuer’s 7.125% Senior Notes

due 2034 (the “Notes”). The Notes were offered to persons reasonably believed to be qualified institutional buyers in reliance

on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions

outside of the United States in reliance on Regulation S under the Securities Act. The Notes will not be registered under the Securities

Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The

Notes were issued pursuant to an Indenture, dated June 30, 2026 (the “Indenture”), between the Escrow Issuer and U.S. Bank

Trust Company, National Association, as trustee (the “Trustee”).

The

net proceeds from the sale of the Notes will be used as part of the financing for the proposed spin-off (the “Spin-Off”)

of ADIG from the Company. Pending the consummation of the Spin-Off, the proceeds from the offering were deposited into a segregated escrow

account until satisfaction of the conditions precedent to the Spin-Off and certain other escrow release conditions. If such conditions

are not met by December 31, 2026, the Notes will be redeemed at 100% of the issue price, plus accrued interest.

connection with the closing of the Spin-Off and satisfaction of the Escrow Release Condition (as defined in the Indenture), the Escrow

Issuer will merge with and into ADI Global Distribution Funding LLC (“ADI Funding”), a direct wholly-owned subsidiary of

ADIG which will be the surviving entity and will assume the obligations of Escrow Issuer under the Indenture and the Notes (the “Assumption”).

Notes

Guarantees

The

Notes are senior secured obligations of the Escrow Issuer and, following the escrow release and the Assumption, the Notes will be senior

unsecured obligations of ADI Funding, guaranteed on an senior unsecured basis by ADIG and each of ADIG’s existing and future domestic

subsidiaries that guarantees ADIG’s senior credit facilities.

Maturity

and Interest Payments

The

Notes mature on July 15, 2034. Interest on the Notes accrues at 7.125% per annum and will be paid semi-annually, in arrears, on January

15 and July 15 of each year, commencing January 15, 2027.

Optional

Redemption

Prior

to July 15, 2029, the Notes may be redeemed, in whole or in part, at a price equal to 100% of the principal amount thereof, plus accrued

and unpaid interest, if any, plus the applicable “make-whole” premium set forth in the Indenture. At any time on or after

July 15, 2029, the Notes may be redeemed, in whole or in part, at the redemption prices set forth in the Indenture. Up to 40% of the

aggregate principal amount of the Notes may be redeemed prior to July 15, 2029 in an amount equal to the net proceeds from certain equity

offerings at the redemption price equal to 107.125% of the principal amount thereof plus accrued and unpaid interest, if any.

Certain

Covenants and Events of Default

Following

escrow release, the Indenture will limit ADIG’s ability and the ability of its restricted subsidiaries to incur or guarantee additional

indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments; make investments;

consummate certain asset sales; engage in certain transactions with affiliates; grant or assume certain liens; and consolidate, merge

or transfer all or substantially all of ADIG’s assets. Additionally, after the escrow release date and upon certain events constituting

a change of control, the holders of the Notes have the right to have their Notes repurchased at a purchase price equal to 101% of their

principal amount, plus accrued and unpaid interest, to (but not including) the date of purchase.

The

Indenture also provides for customary events of default, which, if any of them occurs, may cause the principal of and accrued interest

on the Notes to become, or to be declared, due and payable. Events of default (subject in certain cases to customary grace and cure periods),

include, among others, nonpayment of principal or interest, breach of other covenants or agreements in the Indenture, failure to pay

certain other indebtedness, failure to pay certain final judgments, failure of certain guarantees to be enforceable, and certain events

of bankruptcy or insolvency.

Credit

Agreement

July 1, 2026, ADI Funding, as borrower, and ADIG, as holdings, entered into a Credit Agreement (the “Credit Agreement”) with

the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Credit

Facilities and Maturities

The

Credit Agreement provides for (i) term loans in an aggregate principal amount of $600 million (the “Term Facility”) and (ii)

revolving credit commitments in an aggregate principal amount of $500 million (the “Revolving Facility” and, together with

the Term Facility, the “Credit Facilities”). Borrowings are permitted under the Credit Facilities upon completion of the

Spin-Off, subject to certain other conditions customary for facilities of this type. The Term Facility will mature, and the term loans

thereunder will be required to be repaid, seven years after the Spin-Off, subject to certain extension rights in the discretion of each

lender. The Revolving Facility will mature, and all borrowings thereunder will be required to be repaid, five years after the Spin-Off,

with certain extension rights in the discretion of each lender. Borrowings under the Term Facility may not be reborrowed once repaid.

Guarantees

and Security

The

obligations under the Credit Facilities are senior secured obligations and are guaranteed on a senior secured basis by ADIG and, following

the completion of the Spin-Off, certain of ADIG’s and ADI Funding’s existing and future direct and indirect wholly owned

material subsidiaries organized under the laws of the U.S., any state thereof or the District of Columbia, subject to certain customary

exceptions set forth in the Credit Agreement (ADI Funding and the guarantors, collectively, the “Loan Parties”). All obligations

of the Loan Parties under the Credit Facilities will be secured by, subject to certain exceptions (including a limitation of pledges

of voting equity interests in certain foreign subsidiaries to no more than 65% of such voting equity interests, and certain thresholds

and exclusions with respect to real property) a first priority lien on substantially all assets of the Loan Parties. The foregoing guarantees

and collateral will also benefit and secure, on a pari passu basis, obligations of the Loan Parties and their restricted subsidiaries

under certain swap contracts, cash management arrangements, supply chain financing arrangements and additional letter of credit facilities

with lenders under the Credit Facilities or their affiliates.

Interest

and Fees

Borrowings

under the Term Facility will be denominated in U.S. dollars and will be subject to an interest rate based on, at the option of ADI Funding,

either (a) a base rate determined by reference to the highest of (1) the rate of interest last quoted by The Wall Street Journal as the

“prime rate” in the U.S., (2) the greater of the federal funds effective rate and the overnight bank funding rate, plus 0.5%

and (3) the one month term SOFR rate, plus 1% per annum (“ABR”), plus an applicable margin of 1.75% per annum or (b) a term

SOFR rate (“SOFR”) (which shall not be less than zero) plus an applicable margin of 2.75% per annum. Borrowings under the

Revolving Facility in U.S. dollars will be subject to an interest rate based on, at the option of ADI Funding, either (a) the ABR, plus

an applicable margin that is expected to vary from 0.5% to 1.0% per annum based on ADIG’s consolidated total net leverage ratio

or (b) SOFR (which shall not be less than zero) plus an applicable margin that is expected to vary from 1.5% to 2.0% per annum based

on ADIG’s consolidated total net leverage ratio. Additionally, borrowings under the Revolving Facility will be available in certain

additional permitted foreign currencies, including Euros, Pounds Sterling and Canadian Dollars. Borrowings under the Revolving Facility

denominated in such permitted foreign currencies will bear interest based on the applicable reference rate for each such currency customary

for financings of this type. Interest payments with respect to the Credit Facilities will be required either on a quarterly basis, at

the end of each interest period or, if the duration of the applicable interest period exceeds three months, then every three months,

or in the case of borrowings under the Revolving Facility denominated in Pounds Sterling, every month. In addition to paying interest

on outstanding borrowings under the Revolving Facility, ADI Funding will be required to pay a quarterly commitment fee based on the unused

portion of the Revolving Facility, which will vary from 0.25% to 0.35% per annum based on ADIG’s consolidated total net leverage

ratio. ADI Funding will be obligated to make quarterly principal payments throughout the term of the Term Facility according to the amortization

provisions set forth therein, as such payments may be reduced from time to time in accordance with the terms thereof as a result of the

application of loan prepayments made, if any, prior to the scheduled date of payment thereof.

Certain

Covenants and Events of Default

The

Credit Agreement contains customary affirmative and negative covenants that, among other things, limit ADIG’s, ADI Funding’s

and their restricted subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental

changes, enter into restrictive agreements, to make certain investments, loans, advances, guarantees and acquisitions, to prepay certain

indebtedness and to pay dividends, to make other distributions or redemptions/repurchases, in respect of ADIG’s, ADI Funding’s

and their respective subsidiaries’ equity interests, to engage in transactions with affiliates or amend certain material documents.

In addition, the Revolving Facility contains financial covenants requiring the maintenance of a consolidated total net leverage ratio

of, initially, not greater than 4.75 to 1.00, with step-downs to 4.50:1.00, 4.25:1.00, 4.00:1.00

and 3.50:1.00 at the third, fifth, seventh and ninth fiscal quarters ending after the Spin-Off (subject, from and after the ninth

fiscal quarter ending after the Spin-Off, to step-ups, at the option of ADI Funding, to 4.00:1.00 for

the four consecutive fiscal quarters ending after the consummation of an acquisition that involves aggregate consideration of at least

$250 million, subject to certain conditions and limitations), and a consolidated interest coverage ratio of not less than

2.50 to 1.00 beginning with the first fiscal quarter ending after the Spin-Off. The Credit Facilities also contain customary events of

default including with respect to a failure to make payments under the Credit Facilities, cross-default, certain bankruptcy and insolvency

events and customary change of control events.

Voluntary

and Mandatory Prepayments

ADI

Funding is permitted to voluntarily prepay borrowings under the Credit Facilities without premium or penalty, subject to a 1.00% prepayment

premium in connection with any repricing transaction with respect to the Term Facility in the first six months after the Spin-Off and

customary “breakage” costs with respect to certain loans. ADI Funding will be permitted to reduce the commitments under the

Revolving Facility, in whole or in part, in each case, subject to certain minimum amounts and increments. The Credit Agreement also contains

certain mandatory prepayment provisions in the event that we incur certain types of indebtedness, receive net cash proceeds from certain

non-ordinary course asset sales or other dispositions of property, or receive net cash proceeds from certain casualty events with respect

to property, in each case subject to thresholds, exceptions and terms and conditions customary for financings of this kind. ADI Funding

will be required to make prepayments on the Term Facility, starting with the fiscal year ending on December 31, 2027, equal to 50% of

excess cash flow on an annual basis (with step-downs to 25% and 0% subject to satisfaction of certain consolidated total net leverage

ratios), subject to thresholds, exceptions and terms and conditions customary for financings of this kind.

Use

of Proceeds

The

net proceeds of the borrowings under the Term Facility, together with a portion of the proceeds of the issuance of the Notes, will be

used to pay a one-time cash dividend to the Company in the amount of approximately $900 million as partial consideration for contribution

of the ADI Global Distribution business by the Company to ADIG in connection with the Spin-Off, to pay costs and expenses incurred in

connection with the transactions and for general corporate purposes. It is expected that the Revolving Facility will be undrawn in connection

with the completion of the Spin-Off. The proceeds of any future borrowings under the Revolving Facility are expected to be used for general

corporate purposes.

The

foregoing descriptions of the Indenture and the Credit Agreement do not purport to be complete and are qualified in their entirety by

reference to the full text of the Indenture and the Credit Agreement, copies of which are attached as Exhibits 4.1 and 10.1 to this Current

Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.

Item

7.01 Regulation FD Disclosure

July 1, 2026, the Company announced that its board of directors (the “Board”) has formally approved the Spin-Off of the Company’s

ADI Global Distribution business into an independent, publicly traded company named “ADI Global Distribution Inc.” and approved

a record date of July 20, 2026 (the “Record Date”) for the pro rata distribution (the “Distribution”) of all

of the issued and outstanding common shares of ADIG to the holders of Company common stock as of the close of business on the Record

Date (the “Eligible Holders”). The shares of ADIG are expected to be delivered at 5:00 p.m. (eastern time) on August 3, 2026

(the “Expected Distribution Date”) and the Distribution will be deemed effective as of 12:01 a.m. (eastern time) on August

3, 2026. On the Expected Distribution Date, the Eligible Holders are expected to receive one share of ADIG common stock for every two

shares of the Company common stock they hold as of the close of business on the Record Date.

Completion

of the Distribution and the Spin-Off is subject to, among other things, the satisfaction or waiver of certain closing conditions as set

forth in the form of Separation and Distribution Agreement filed with the U.S. Securities and Exchange Commission as part of the registration

statement on Form 10 filed with the SEC by ADIG.

copy of the press release, which includes the matters set forth in Item 7.01 of this Current Report on Form 8-K and announces information

regarding “ex-dividend” trading of shares of the Company’s common stock and “when-issued” trading of shares

of ADIG’s common stock, is furnished herewith as Exhibit 99.1.

The

forward-looking statements contained in this Form 8-K (including any exhibits hereto) are qualified by the information contained under

the heading “Forward-Looking Statements” in the press release furnished as Exhibit 99.1 hereto.

The

information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be

deemed to be incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except

as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

4.1

Indenture dated June 30, 2026, among ADI Escrow Issuer LLC, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee

10.1^

Credit Agreement dated July 1, 2026, among ADI Global Distribution Inc., ADI Global Distribution Funding LLC, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent

99.1

Press Release dated July 1, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

^ Schedules

have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish supplemental copies of any of the

omitted schedules upon request by the SEC.

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by

the undersigned hereunto duly authorized.

RESIDEO

TECHNOLOGIES, INC.

By:

/s/

Jeannine J. Lane

Name:

Jeannine

J. Lane

Title:

Executive

Vice President, General Counsel and Corporate Secretary

Date:

July 1, 2026

EX-4.1 — INDENTURE DATED JUNE 30, 2026, AMONG ADI ESCROW ISSUER LLC, THE GUARANTORS FROM TIME TO TIME PARTY THERETO AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE

EX-4.1

Filename: ea029642801ex4-1.htm · Sequence: 2

Exhibit 4.1

Execution Version

ADI ESCROW ISSUER LLC,

as Escrow Issuer

THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

as Guarantors

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

7.125% SENIOR NOTES DUE 2034

INDENTURE DATED AS OF

JUNE 30, 2026

TABLE OF CONTENTS

Page

ARTICLE 1

ESTABLISHMENT; DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.

Definitions.

SECTION 1.02.

Other Definitions

SECTION 1.03.

[Reserved]

SECTION 1.04.

Rules of Construction

SECTION 1.05.

Limited Condition Transactions

SECTION 1.06.

Certain Compliance Calculations.

SECTION 1.07.

The Transactions.

ARTICLE 2

THE NOTES

SECTION 2.01.

Form and Dating

SECTION 2.02.

Execution and Authentication

SECTION 2.03.

Registrar and Paying Agent

SECTION 2.04.

Paying Agent to Hold Money

SECTION 2.05.

Holder Lists

SECTION 2.06.

Transfer and Exchange

SECTION 2.07.

Replacement Notes

SECTION 2.08.

Outstanding Notes

SECTION 2.09.

Treasury Notes

SECTION 2.10.

Temporary Notes

SECTION 2.11.

Cancellation

SECTION 2.12.

Defaulted Interest

SECTION 2.13.

CUSIP or ISIN Numbers

SECTION 2.14.

Additional Notes

ARTICLE 3

REDEMPTION AND PREPAYMENT

SECTION 3.01.

Notices to Trustee

SECTION 3.02.

Selection of Notes to Be Redeemed

SECTION 3.03.

Notice of Redemption

SECTION 3.04.

Effect of Notice Upon Redemption

SECTION 3.05.

Deposit of Redemption Price

SECTION 3.06.

Notes Redeemed in Part

SECTION 3.07.

Optional Redemption

SECTION 3.08.

[Reserved.]

SECTION 3.09.

Special Mandatory Redemption

SECTION 3.10.

Mandatory Redemption

ARTICLE 4

COVENANTS

SECTION 4.01.

Payment of Notes

SECTION 4.02.

Maintenance of Office or Agency

SECTION 4.03.

Reports

SECTION 4.04.

Compliance Certificate

SECTION 4.05.

[Reserved.]

SECTION 4.06.

[Reserved.]

SECTION 4.07.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock

-i-

SECTION 4.08.

[Reserved]

SECTION 4.09.

Limitation on Restricted Payments

SECTION 4.10.

Liens

SECTION 4.11.

Change of Control

SECTION 4.12.

Corporate Existence

SECTION 4.13.

Future Guarantors

SECTION 4.14.

Limitations on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

SECTION 4.15.

Asset Sales

SECTION 4.16.

[Reserved.]

SECTION 4.17.

Limitations on Transactions with Affiliates

SECTION 4.18.

Suspension of Covenants

ARTICLE 5

MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS

SECTION 5.01.

Issuer May Consolidate, Etc., Only on Certain Terms

SECTION 5.02.

Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms

SECTION 5.03.

Parent Guarantor May Consolidate, Etc., Only on Certain Terms

SECTION 5.04.

The Transactions

ARTICLE 6

REMEDIES

SECTION 6.01.

Events of Default

SECTION 6.02.

Acceleration of Maturity; Rescission and Annulment.

SECTION 6.03.

Collection of Indebtedness and Suits for Enforcement by Trustee

SECTION 6.04.

Trustee May File Proofs of Claim

SECTION 6.05.

Application of Money Collected

SECTION 6.06.

Limitation on Suits

SECTION 6.07.

Control by Holders

SECTION 6.08.

Waiver of Past Defaults

SECTION 6.09.

Undertaking for Costs

SECTION 6.10.

Waiver of Stay or Extension Laws

ARTICLE 7

TRUSTEE

SECTION 7.01.

Duties of Trustee

SECTION 7.02.

Rights of the Trustee

SECTION 7.03.

Individual Rights of Trustee

SECTION 7.04.

Trustee’s Disclaimer

SECTION 7.05.

Notice of Defaults

SECTION 7.06.

[Reserved]

SECTION 7.07.

Compensation and Indemnity

SECTION 7.08.

Replacement of Trustee

SECTION 7.09.

Successor Trustee by Merger, Etc.

SECTION 7.10.

Eligibility; Disqualification

SECTION 7.11.

Money Held in Trust.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.

Option to Effect Legal Defeasance or Covenant Defeasance

SECTION 8.02.

Legal Defeasance and Discharge

SECTION 8.03.

Covenant Defeasance

SECTION 8.04.

Conditions to Legal or Covenant Defeasance

-ii-

SECTION 8.05.

Deposited Money and U.S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions

SECTION 8.06.

Satisfaction and Discharge

SECTION 8.07.

Repayment to Issuer

SECTION 8.08.

Reinstatement

SECTION 8.09.

Survival

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.

Without Consent of Holder

SECTION 9.02.

With Consent of Holders of Notes

SECTION 9.03.

Revocation and Effect of Consents

100

SECTION 9.04.

Trustee and Agents to Sign Amendments

100

ARTICLE 10

GUARANTEES

SECTION 10.01.

Guarantees

101

SECTION 10.02.

Limitation on Liability

102

SECTION 10.03.

Successors and Assigns

102

SECTION 10.04.

No Waiver

102

SECTION 10.05.

Release of Guarantor

102

SECTION 10.06.

Contribution

103

ARTICLE 11

MISCELLANEOUS

SECTION 11.01.

[Reserved]

103

SECTION 11.02.

Notices

103

SECTION 11.03.

[Reserved]

104

SECTION 11.04.

Certificate and Opinion as to Conditions Precedent

104

SECTION 11.05.

Statements Required in Certificate or Opinion

105

SECTION 11.06.

Rules by Trustee and Agents

105

SECTION 11.07.

No Personal Liability of Directors, Managers, Officers, Employees and Stockholders

105

SECTION 11.08.

Governing Law; Waiver of Jury Trial

105

SECTION 11.09.

No Adverse Interpretation of Other Agreements

106

SECTION 11.10.

Successors

106

SECTION 11.11.

Severability

106

SECTION 11.12.

Counterpart Originals

106

SECTION 11.13.

Table of Contents, Headings, Etc.

106

SECTION 11.14.

Force Majeure

106

SECTION 11.15.

Patriot Act.

107

ARTICLE 12

ESCROW MATTERS

SECTION 12.01.

Escrow Account.

107

SECTION 12.02.

Special Mandatory Redemption.

107

SECTION 12.03.

Release of Escrowed Funds.

107

SECTION 12.04.

Activities Prior to the Escrow Release Date.

108

SECTION 12.05.

Trustee Direction to Execute Escrow Agreement.

108

SECTION 12.06.

Cessation of Certain Escrow Provisions.

108

-iii-

EXHIBITS

Exhibit A

Form of Note

Exhibit B

Form of Certificate of Transfer

Exhibit C

Form of Certificate of Exchange

Exhibit D

Form of Supplemental Indenture to Be Delivered on the Escrow Release Date

Exhibit E

Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

-iv-

This INDENTURE, dated as of June 30, 2026, is by

and among ADI Escrow Issuer LLC, a Delaware limited liability company (the “Escrow Issuer”) (to be merged with

and into the Company (as hereinafter defined)), each of the Guarantors (as defined herein) party hereto from time to time, and U.S. Bank

Trust Company, National Association, as trustee (the “Trustee”).

WITNESSETH:

WHEREAS, the Escrow Issuer is entering into this

Indenture to establish the form and terms of its 7.125% Senior Notes due 2034 (the “Notes”); and

WHEREAS, all conditions necessary to authorize

the execution and delivery of this Indenture and to make it a valid and binding obligation of the Escrow Issuer have been done or performed;

and

WHEREAS, in connection with the consummation of

the Spin-Off (as hereinafter defined), the Escrow Issuer will be merged with and into ADI Global Distribution Funding LLC (the “Company”),

with the Company surviving such merger (the “Merger”), and (i) the Company will become the issuer of the Notes

and will assume the obligations of the Escrow Issuer under this Indenture and the Notes pursuant to a supplemental indenture in the form

of Exhibit D hereto (the “Assumption”), (ii) the Guarantors will, jointly and severally, unconditionally

guarantee the Notes and (iii) the Company and the Guarantors will execute and deliver the supplemental indenture in the form of Exhibit

D with the Trustee.

NOW, THEREFORE, in consideration of the agreements

and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Issuer,

the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of

the Notes.

ARTICLE 1

ESTABLISHMENT; DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

(a) The following are definitions used in this

Indenture.

“144A Global Note” means

a Global Note substantially in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and

deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding

principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Indebtedness”

means, with respect to any specified Person,

(1) Indebtedness of any other Person

existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness

incurred or assumed by such other Person in connection with, or in contemplation of, such other Person merging with or into or becoming

a Restricted Subsidiary of such specified Person; and

(2) Indebtedness secured by a Lien encumbering

any asset by such specified Person.

Such Indebtedness will be deemed to have been incurred

at the time such other Person is merged with or into or became a Restricted Subsidiary.

“Additional Assets” means

(i) any property or assets to be used by the Parent Guarantor or a Restricted Subsidiary in a Similar Business; (ii) the Capital Stock

of a Person that is engaged in a Similar Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock

by the Parent Guarantor or another Restricted Subsidiary; or (iii) Capital Stock of any Person that at such time is a Restricted Subsidiary

acquired from a third party.

“Additional Letter of Credit Facility”

means any facility established by the Parent Guarantor and/or any Restricted Subsidiary to obtain letters of credit, bank guarantees,

bankers’ acceptances or other instruments required by customers, suppliers or landlords or otherwise arising in the Ordinary Course

of Business.

“Additional Notes” means

7.125% Senior Notes due 2034 issued from time to time after the Issue Date pursuant to Section 2.14 of this Indenture, and any Notes

issued in exchange or replacement therefor.

“ADI Preferred Stock”

means the Series A Cumulative Convertible Participating Preferred Stock of the Parent Guarantor, as may be amended from time to time.

“ADI Preferred Stock Exchange”

means the issuance of ADI Preferred Stock to Resideo and the exchange by Resideo of ADI Preferred Stock for shares of Resideo’s

Series A Cumulative Convertible Participating Preferred Stock with the holders thereof, in each case on or about the Distribution Date.

“Administrative Agent”

means (i) JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as administrative agent and collateral agent

under the Senior Secured Credit Facilities, and its successors in such capacity as provided thereunder and (ii) any similar administrative

agent in relation to any Credit Facility incurred in reliance on Section 4.07(b)(1) hereof.

“Affiliate” of any specified

Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such

specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”,

“controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession,

directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the

ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar,

Paying Agent or Authenticating Agent or other agent appointed in accordance with this Indenture to perform any function that this Indenture

authorized such agent to perform.

“Applicable Measurement Period”

means the most recently ended four fiscal quarters immediately preceding the applicable date of determination for which financial statements

have been delivered pursuant to Section 4.03 hereof.

“Applicable Metric” means

any financial covenant or financial ratio or incurrence-based permission, test, basket or threshold in this Indenture (including any financial

definition or component thereof, any financial ratio, test, basket or threshold or permission based on the calculation of Consolidated

EBITDA, LTM Consolidated EBITDA, Consolidated Net Income, Fixed Charges, the Consolidated Secured Leverage Ratio, the Consolidated Total

Leverage Ratio or the Fixed Charge Coverage Ratio or the principal amount of the Notes), any occurrence of any Change of Control, any

Default, Event of Default or other relevant breach of this Indenture.

“Applicable Premium”

means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such

Note; and

(2) the excess, if any, of:

(a) the present value at such Redemption

Date of (i) the redemption price (such redemption price being set forth in the table appearing in Section 3.07(b) hereof) of such

Note at July 15, 2029, plus (ii) all required remaining interest payments due on such Note (excluding accrued but unpaid interest to the

Redemption Date) through July 15, 2029, computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis

points; over

(b) the principal amount of such Note.

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Calculation of the Applicable Premium will be made

by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate; provided that such calculation or the correctness

thereof shall not be a duty or obligation of the Trustee.

“Applicable Procedures”

means, with respect to any transfer, redemption or exchange of or for beneficial interests in any Global Note, the rules and procedures

of the Depositary that apply to such transfer, redemption or exchange.

“Asset Sale” means:

(1) the sale, conveyance, transfer or

other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale

and Lease-Back Transaction) other than Equity Interests of the Parent Guarantor or any Restricted Subsidiary (each referred to in this

definition as a “disposition”), or

(2) the issuance or sale of Equity Interests

of any Restricted Subsidiary (other than preferred stock of Restricted Subsidiaries issued in compliance with Section 4.07 hereof), whether

in a single transaction or a series of related transactions,

in each case, other than:

(A) any disposition of (i) cash, Cash Equivalents

or Investment Grade Securities, (ii) obsolete, damaged, unnecessary, unsuitable, surplus or worn out equipment or immaterial assets

or goods (or other assets) held for sale or no longer used in the Ordinary Course of Business or (iii) inventory or other assets

in the Ordinary Course of Business;

(B) the disposition of all or substantially

all of the assets of the Parent Guarantor, the Issuer or any Subsidiary Guarantor in a manner permitted pursuant to Section ‎5.01

or any disposition that constitutes a Change of Control pursuant to this Indenture for which a Change of Control Offer is made;

that is permitted to be made, and is made, under Section ‎4.09 or any Permitted Investment;

(D) any disposition of assets or issuance

or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate Fair Market

Value (as determined in good faith by the Parent Guarantor) of less than $40.0 million;

(E) any disposition of property or assets

or issuance of securities to the Parent Guarantor or a Restricted Subsidiary;

(F) any exchange of like property under

Section 1031 of the Internal Revenue Code of 1986, as amended, or any comparable or successor provision, or any exchange of equipment

to be used in a Similar Business;

(G) the lease, assignment, sub-lease, license

or sub-license of any real or personal property in the Ordinary Course of Business;

(H) any issuance, sale or pledge of Equity

Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(I) foreclosures, condemnation, eminent

domain or any similar action on assets;

(J) sales of accounts receivable, or participations

therein, in connection with any Receivables Facility;

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(K) any financing transaction with respect

to property built or acquired by the Parent Guarantor or any Restricted Subsidiary after the Escrow Release Date, including Sale and Lease-Back

Transactions;

(L) any surrender or waiver of contractual

rights or the settlement, release or surrender of contractual rights or other litigation claims in the Ordinary Course of Business;

(M) the sale, lease, assignment, license,

sublease or discount of inventory, equipment, accounts receivable, notes receivable or other current assets in the Ordinary Course of

Business or the conversion of accounts receivable to notes receivable or other dispositions of accounts receivable in connection with

the collection or compromise thereof;

(N) the licensing or sub-licensing of intellectual

property or other general intangibles in the Ordinary Course of Business;

(O) the unwinding of any Hedging Obligations;

(P) sales, transfers and other dispositions

of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture

parties set forth in joint venture arrangements and similar binding arrangements;

(Q) the lapse or abandonment of intellectual

property rights in the Ordinary Course of Business;

(R) the issuance of directors’ qualifying

shares and shares issued to foreign nationals or other third parties as required by applicable law;

(S) a disposition of Capital Stock of a

Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Parent Guarantor or a Restricted

Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets

(having been newly formed in connection with such acquisition), entered into in connection with such acquisition;

(T) any other disposition pursuant to the

Spin-Off Documents on substantially the terms described in the Offering Memorandum;

(U) Sale and Lease-Back Transactions consummated

by the Parent Guarantor or any Restricted Subsidiary in an aggregate amount not to exceed the greater of (x) $115.0 million and (y) 40.0%

of LTM Consolidated EBITDA for all such Sale and Lease-Back transactions, provided that, each Sale and Lease-Back Transaction is

(x) undertaken on arm’s length commercial terms and (y) no Event of Default has occurred and is continuing or would result therefrom;

(V) (i) sales, transfers, leases and other

dispositions of assets to the extent that such assets constitute an Investment permitted by clause (3), (4) or (6) under the definition

of “Permitted Investments” or another asset received as consideration for the disposition of any asset permitted by this definition

(in each case, other than Equity Interests in a Restricted Subsidiary, unless all Equity Interests in such Restricted Subsidiary (other

than directors’ qualifying shares) are sold) and (ii) sales, transfers, and other dispositions of the Equity Interests of a Restricted

Subsidiary by the Parent Guarantor or a Restricted Subsidiary to the extent such sale, transfer or other disposition would be permissible

as an Investment in a Restricted Subsidiary permitted by under clause (13) under the definition of “Permitted Investments”;

(W) dispositions of assets to the extent

that (i) such assets are exchanged for credit against the purchase price of similar replacement assets or (ii) the proceeds of such disposition

are promptly applied to the purchase price of such replacement assets;

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(X) any Liens not prohibited by this Indenture;

(Y) the issuance of Equity Interests by

a Restricted Subsidiary in which the percentage interest (direct or indirect) in the Equity Interests in such of such Person owned by

the Parent Guarantor and its Restricted Subsidiaries after giving effect to such issuance, is at least equal to the percentage interest

prior to such issuance; and

(Z) sales, transfers or other dispositions

of any assets (including Equity Interests) (A) acquired in connection with any acquisition or other Investment not prohibited by Section

4.09 hereof (including a Permitted Investment), which assets are not used or useful to the core or principal business of the Parent Guarantor

and the Restricted Subsidiaries and/or (B) made to obtain the approval of any applicable antitrust authority in connection with an acquisition

not prohibited by Section 4.09 hereof.

In the event that a transaction (or a portion thereof)

meets the criteria of a permitted Asset Sale and would also be a permitted Restricted Payment or Permitted Investment, the Issuer, in

its sole discretion, will be entitled to divide and classify such transaction (or a portion thereof) as an Asset Sale and/or one or more

of the types of permitted Restricted Payments or Permitted Investments. In the event that a transaction (or a portion thereof) meets the

criteria of more than one of the categories of permitted Asset Sale described in clauses (A) through (Z) above or the Net Proceeds of

which are being applied in accordance with Section 4.15 hereof, the Issuer, in its sole discretion, may divide or classify, and may from

time to time redivide and reclassify, such permitted Asset Sale (or any portion thereof) and will only be required to include the amount

and type of such permitted Asset Sale in one or more of the above clauses or to apply the Net Proceeds of which in accordance with Section

4.15 hereof.

“Bankruptcy Law” means

Title 11, U.S. Code or any similar United States federal or state law for the relief of debtors, or the law of any other jurisdiction

relating to bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or the relief of debtors or any amendment to,

succession to or change in any law.

“Board of Directors”

means, for any Person, the Board of Directors or other governing body of such Person or, if such Person does not have such a Board of

Directors or other governing body and is owned or managed by a single entity, the Board of Directors or other governing body of such entity,

or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors or other governing body. Unless

otherwise provided, “Board of Directors” means the board of directors of the Parent Guarantor.

“Business Day” means

each day which is not a Legal Holiday.

“Capital Stock”

means:

(1) in the case of a corporation, corporate

stock,

(2) in the case of an association or

business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock,

(3) in the case of a partnership or limited

liability company, partnership or membership interests (whether general or limited), and

(4) any other interest or participation

that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease

Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized

Lease; provided that any obligations of the Parent Guarantor or its Restricted Subsidiaries either existing on the Escrow Release

Date or created prior to any recharacterization described below (i) that were not included on the consolidated balance sheet of the

Parent Guarantor as capital lease obligations and (ii) that are subsequently recharacterized as capital lease obligations or indebtedness

due to a change in accounting treatment or otherwise, shall for all purposes under this Indenture (including, without limitation, the

calculation of Consolidated Net Income, Fixed Charges, Consolidated EBITDA and LTM Consolidated EBITDA) not be treated as capital lease

obligations, Capitalized Lease Obligations or Indebtedness.

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“Capitalized Leases”

means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for

all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability

on a balance sheet in accordance with GAAP; provided, further, that for purposes of calculations made pursuant to the terms of

this Indenture, GAAP will be deemed to treat leases in a manner consistent with its current treatment under generally accepted accounting

principles as of January 1, 2015, notwithstanding any modifications or interpretive changes thereto that may occur thereafter. Notwithstanding

the foregoing, at any time on or following the Issue Date, the Issuer may elect that “GAAP” as used in this

definition shall mean GAAP as in effect at such time. For the avoidance of doubt, solely making an election (without any other action)

referred to in this definition will not be treated as an incurrence of Indebtedness.

“Cash Equivalents”

means:

(1) United States dollars,

(2) Canadian dollars,

(3) (A) euro, pounds sterling or any

national currency of any participating member state in the European Union, or

(B) local currencies held from time to

time in the Ordinary Course of Business,

(4) securities issued or directly and

fully and unconditionally guaranteed or insured by (a) the United States government or any agency or instrumentality thereof, (b) England

and Wales, Canada or Switzerland, (c) any country that is a member state of the European Union or any agency or instrumentality thereof

or (d) any foreign country recognized by the United States of America rated at least “A” by S&P or “A-1” by

Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then

exists, the equivalent of such rating by any nationally recognized rating organization), the securities of which are unconditionally guaranteed

as a full faith and credit obligation of such government,

(5) certificates of deposit, time deposits

and dollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities

not exceeding one year, overnight bank deposits and money market deposits (or, with respect to foreign banks, similar instruments), in

each case with (i) any lender under the Senior Secured Credit Facilities or (ii) any commercial bank having capital and surplus of not

less than $500 million in the case of U.S. banks and $100 million (or the U.S. dollar equivalent as of the date of determination) in the

case of foreign banks,

(6) repurchase obligations for underlying

securities of the types described in clauses (4) and (5) above, entered into with any financial institution meeting the qualifications

specified in clause (5) above,

(7) commercial paper rated at least P-2

by Moody’s or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof,

(8) marketable short-term money market

and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither

Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing

within 24 months after the date of creation thereof,

(9) investment funds investing 95% of

their assets in securities of the types described in clauses (1) through (8) above and (10) through (12) below,

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(10) readily marketable direct obligations

issued by any state, commonwealth or territory of the United States of America, England and Wales, Canada or Switzerland, in each case,

or any political subdivision or taxing authority thereof having a rating equal to or higher than Baa3 (or the equivalent) by Moody’s

or BBB- (or the equivalent) by S&P, and in each such case with a “stable” or better outlook with maturities of 24 months

or less from the date of acquisition,

(11) Indebtedness or preferred stock

issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities

of 24 months or less from the date of acquisition,

(12) Investments with average maturities

of 24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or

Aaa3 (or the equivalent thereof) or better by Moody’s, and

(13) in the case of Investments by any

Restricted Subsidiary that is a Foreign Subsidiary, Investments of comparable tenor and credit quality to those described in the foregoing

clauses (1) through (12) customarily utilized in countries in which such Foreign Subsidiary operates for cash management purposes.

Notwithstanding

the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) through (3)

and (13) above; provided that such amounts are converted into any currency listed in clauses (1) through (3) or (13) above, as

promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Cash Management Services”

means any of the following: ACH transactions, treasury or cash management services, including, without limitation, controlled disbursement

services, overdraft facilities, employee credit card programs, netting services, automated clearing house arrangements, foreign exchange

facilities, deposit and other accounts and merchant services.

“Certificated Note” means

a certificated Note registered in the name of the Holder thereof and issued in accordance with Article 2 hereof, in substantially the

form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of

Increases or Decreases in the Global Note” attached thereto.

“Change of Control” means

the occurrence of any of the following after the Distribution Date, in each case excluding any of the Transactions:

(1) the sale, lease, transfer, conveyance

or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially

all of the assets of the Parent Guarantor and its Subsidiaries taken as a whole to any “person” (as that term is used in Section

13(d) and Section 14(d) of the Exchange Act) other than to the Parent Guarantor or one of its Subsidiaries; or

(2) the consummation of any transaction

(including any merger or consolidation or purchase of Capital Stock) the result of which is that any “person” (as that term

is used in Section 13(d) and Section 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 and

Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Parent Guarantor,

or other Voting Stock into which the Voting Stock of the Parent Guarantor is reclassified, consolidated, exchanged or changed, measured

by voting power rather than number of shares, provided, however, that this clause (2) shall not include any transaction where (x)

the Parent Guarantor becomes a direct or indirect wholly owned subsidiary of a holding company, and (y) the direct or indirect holders

of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Parent

Guarantor’s Voting Stock immediately prior to that transaction; or

(3) the Parent Guarantor ceases to beneficially

own, directly or indirectly, all of the Voting Stock of the Issuer, except as permitted by this Indenture.

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“Code” means the United

States Internal Revenue Code of 1986, as amended.

“consolidated” or “Consolidated”

means, unless otherwise specifically indicated, with respect to any Person, such Person on a consolidated basis in accordance with GAAP,

but excluding from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not a Subsidiary of, an Affiliate

of, or otherwise owned by, such Person.

“Consolidated Debt” means,

as of any date, the aggregate principal amount of Indebtedness of the type specified in the following clauses of the definition of “Indebtedness”:

clause (a) (excluding any Receivables Facility that is non-recourse to the Parent Guarantor and the Restricted Subsidiaries), clause (b),

clause (d) (but only to the extent supporting Indebtedness of the types specified in clauses (a), (b) and (f) of the definition thereof),

clause (e) (but only to the extent supporting Indebtedness of the types specified in clauses (a), (b) and (f) of the definition thereof),

clause (f), clause (g) (but only to the extent drawn and unreimbursed after one Business Day) and clause (i), in each case relating to

the Parent Guarantor and its Restricted Subsidiaries outstanding as of such date determined on a consolidated basis; provided that

in no event shall Supply Chain Financing be included in the calculation of Consolidated Debt.

“Consolidated EBITDA”

means, for any period, Consolidated Net Income for such period plus

(a) without duplication

and to the extent deducted in determining such Consolidated Net Income for such period, the sum of:

(i) total interest

expense for such period, and, to the extent not reflected in such total interest expense, the sum of (A) premium payments, debt discount,

fees, charges and related expenses incurred in connection with borrowed money (including capitalized interest) or in connection with the

deferred purchase price of assets plus (B) the portion of rent expense with respect to such period under Capitalized Lease Obligations

that is treated as interest expense in accordance with GAAP, plus (C) any losses on hedging obligations or other derivative instruments

entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations or such derivative

instruments, plus (D) bank and letter of credit fees and costs of surety bonds in connection with financing activities, plus (E) any commissions,

discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility, plus (F) amortization

or write-off of deferred financing fees, debt issuance costs, debt discount or premium, terminated hedging obligations and other commissions,

financing fees and expenses and, adjusted, to the extent included, to exclude any refunds or similar credits received in connection with

the purchasing or procurement of goods or services under any purchasing card or similar program,

(ii) provision for

Taxes based on income, profits, revenue or capital for such period, including, without limitation, state, franchise, excise, gross receipts,

value added, margins, and similar taxes and foreign withholding taxes (including penalties and interest related to taxes or arising from

tax examinations) and, without duplication of the foregoing, any payments to any direct or indirect parent in respect of such taxes (including,

without limitation, the amount of any distributions in respect of the foregoing items pursuant to Section 4.09(b)(15),

(iii) depreciation

and amortization expense for such period,

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(iv) (A) costs and

expenses incurred in connection with the Transactions, including but not limited to severance costs, relocation costs, repositioning and

other restructuring costs, integration and facilities’ opening costs and other business optimization expenses and operating improvements

and establishment costs, recruiting fees, signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation

of facilities, internal costs in respect of Transactions related initiatives and curtailments or modifications to pension and post-retirement

employee benefit plans (including any settlement of pension liabilities), contract terminations and professional and consulting fees incurred

in connection with any of the foregoing, in each case incurred in connection with the Transactions during such period, and (B) “run

rate” cost savings, operating expense reductions, business optimization activities improvements (but excluding “run rate”

Consolidated EBITDA attributable to projected increases in revenues) and similar initiatives and similar synergies (excluding revenue

synergies), in each case, in connection with the Transactions that are factually supportable and have been realized or are reasonably

expected to be realized within 24 months following the applicable Transactions, and calculated on a Pro Forma Basis as though such synergies,

cost savings, expense reductions, other operating changes, optimizations and similar initiatives had been realized (or commenced, acquired

or created, as applicable) on the first day of such period), net of the amount of actual benefits realized during such period from such

actions,

(v) fees, costs and

expenses incurred during such period in connection with any proposed or actual permitted merger, acquisition, Investment, asset sale,

other disposition or capital markets or financing transaction, without regard to the consummation thereof,

(vi) unusual, non-recurring

or exceptional expenses, losses or charges incurred during such period.

(vii) integration

costs, transition costs, consolidation and closing costs for facilities, costs incurred in connection with any non-recurring strategic

initiatives, acquisitions and non-recurring intellectual property development at any time, other business optimization expenses (including

costs and expenses relating to business optimization programs, new systems design, technology upgrades and implementation costs), severance

costs, project start-up costs and repositioning and other restructuring charges, carve-out related items, accruals or reserves (including

restructuring costs related to acquisitions at any time and to closure/consolidation of facilities, retention charges, systems establishment

costs and excess pension charges) incurred during such period,

(viii) any non-cash

charges, losses or expenses for such period except to the extent representing an accrual for future cash outlays (but excluding any non-cash

charge, loss or expense in respect of an item that was included in Consolidated Net Income in a prior period and any non-cash charge,

loss or expense that relates to the write-down or write-off of inventory, other than any write-down or write-off of inventory as a result

of purchase accounting adjustments in respect of any acquisition permitted by this Indenture),

(ix) any non-cash

loss attributable to the mark to market movement in the valuation of any Equity Interests, and hedging obligations or other derivative

instruments;

(x) (A) any losses

relating to amounts paid in cash prior to the stated settlement date of any hedging obligation that has been reflected in Consolidated

Net Income for such period, (B) any losses during such period attributable to early extinguishment of indebtedness or Hedging Obligations

and (C) any gain relating to hedging obligations associated with transactions realized in the current period that has been reflected in

Consolidated Net Income in prior periods and excluded from Consolidated EBITDA pursuant to clauses (b)(iii) below,

(xi) any losses during

such period resulting from the sale or disposition of any asset outside the Ordinary Course of Business,

(xii) other add-backs

and adjustments of the type set forth in (x) the Offering Memorandum and/or (y) the Form 10 incurred during such period; provided,

that any add-backs and adjustments made pursuant to this clause (xii) for any period shall not exceed, together with any amounts added

back pursuant to clause (I)(b) of the definition of “Pro Forma Basis” for such period, 20% of Consolidated EBITDA in the aggregate

for such period (determined prior to the adjustments contemplated by such clause (I)(b)), and

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(xiii) “run

rate” cost savings, operating expense reductions, business optimization activities improvements (but excluding “run rate”

Consolidated EBITDA attributable to projected increases in revenues) and similar initiatives and similar synergies, in each case, that

are factually supportable and have been realized or are reasonably expected to be realized within 24 months following (i) any acquisition

(including the commencement of activities constituting a business), (ii) disposition (including the termination or discontinuance of activities

constituting a business) of business entities or of properties or assets constituting a division or line of business, (iii) the IRA Termination

(to the extent allocated to the Parent Guarantor or any of its Restricted Subsidiaries) and/or (iv) any other operational change, optimization

or similar initiative (including, to the extent applicable, in connection with any restructuring) (which, in the case of each of clauses

(i) – (iv) above, will be added to Consolidated EBITDA as so projected until fully realized (or if earlier, the time when such cost

savings, operating expense reductions, business and product optimization activities and similar initiatives and similar synergies shall

cease to be reasonably expected to be realized within such 24 months), and calculated on a Pro Forma Basis as though such synergies, cost

savings, expense reductions, other operating changes, optimizations and similar initiatives had been realized (or commenced, acquired

or created, as applicable) on the first day of such period), net of the amount of actual benefits realized during such period from such

actions; provided that any add-backs and adjustments made pursuant to this clause (xiii) for any period (excluding any addbacks

and adjustments pursuant to this clause (xiii) with respect to the IRA Termination, which shall be uncapped) shall not exceed, together

with any amounts added back pursuant to clause (xii) above for such period and any amounts added back pursuant to clause (I)(b) of the

definition of “Pro Forma Basis” for such period, 20% of Consolidated EBITDA in the aggregate for such period (in each case,

determined after giving effect to the adjustments contemplated thereby) (collectively, the “Applicable Adjustments”),

minus

(b) without duplication

and to the extent included in determining such Consolidated Net Income, the sum of

(i) any non-cash gains

for such period (other than any such non-cash gains (A) in respect of which cash was received in a prior period or will be received in

a future period and (B) that represent the reversal of any accrual in a prior period for, or the reversal of any cash reserves established

in a prior period for, anticipated cash charges),

(ii) all gains during

such period resulting from the sale or disposition of any asset outside the Ordinary Course of Business,

(iii) (A) any gains

relating to amounts received in cash prior to the stated settlement date of any hedging obligation that has been reflected in Consolidated

Net Income for such period, (B) any gains during such period attributable to early extinguishment of Indebtedness or Hedging Obligations

and (C) any loss relating to hedging obligations associated with transactions realized in the current period that has been reflected in

Consolidated Net Income in prior periods and excluded from Consolidated EBITDA pursuant to clause (a)(x) above, and

(iv) any non-cash

gain attributable to the mark to market movement in the valuation of any Equity Interests, and hedging obligations or other derivative

instruments.

In the event any Subsidiary shall be a subsidiary

that is not wholly owned by the Parent Guarantor, all amounts added back in computing Consolidated EBITDA for any period pursuant to clause

(a) above, and all amounts subtracted in computing Consolidated EBITDA pursuant to clause (b) above, to the extent such amounts are, in

the reasonable judgment of the Parent Guarantor, attributable to such subsidiary, shall be reduced by the portion thereof that is attributable

to the non-controlling interest in such subsidiary.

-10-

“Consolidated Interest Expense”

means, with respect to any Person for any period, the excess of (a) the sum of, without duplication, (i) the interest expense (including

imputed interest expense in respect of Capitalized Lease Obligations) of the Parent Guarantor and its Restricted Subsidiaries for such

period, determined on a consolidated basis in accordance with GAAP and (ii) any interest or other financing costs accrued during such

period in respect of Indebtedness of the Parent Guarantor and its Restricted Subsidiaries that are required to be capitalized rather than

included in Consolidated Interest Expense of the Parent Guarantor and its Restricted Subsidiaries for such period in accordance with GAAP,

(iii) any cash payments made during such period in respect of obligations referred to in clause (b)(iii) below that were amortized or

accrued in a previous period, and (iv) all cash dividends paid or payable during such period in respect of Disqualified Stock of the Parent

Guarantor; provided that such dividends shall be multiplied by a fraction the numerator of which is one and the denominator of

which is one minus the effective combined tax rate of the Parent Guarantor (expressed as a decimal) for such period (as estimated by the

Parent Guarantor in good faith) minus (b) the sum of, without duplication, (i) interest income of the Parent Guarantor and its

Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, (ii) to the extent included in such

Consolidated Interest Expense for such period, non-cash amounts attributable to amortization or write-off of capitalized interest or other

financing costs paid in a previous period and (iii) to the extent included in such Consolidated Interest Expense for such period, non-cash

amounts attributable to amortization of debt discounts or accrued interest payable in kind for such period. Notwithstanding anything herein

to the contrary, in no event shall any payments in respect of the Tax Matters Agreement be included in the calculation of Consolidated

Interest Expense.

“Consolidated Net Income”

means, for any period, (a) the net income or loss of the Parent Guarantor and its Restricted Subsidiaries for such period determined in

accordance with GAAP as set forth on the consolidated financial statements of the Parent Guarantor and its Restricted Subsidiaries for

such period, minus (b) any Transaction Costs incurred during such period, minus (c) fees and expenses incurred during such period in connection

with any proposed or actual permitted merger, acquisition, Investment, asset sale, other disposition or capital markets transaction, including

the IRA Termination (to the extent allocated to the Parent Guarantor or any of its Restricted Subsidiaries), without regard to the consummation

thereof and any gains (loss) and all fees and expenses or charges relating thereto for such period attributable to early extinguishment

of Indebtedness or Hedging Obligations; provided that there shall be excluded (i) the income of any Person that is not the Parent Guarantor

or one of its Restricted Subsidiaries, except to the extent of the amount of cash dividends or other cash distributions (or, in the case

of non-cash distributions, to the extent converted into cash) actually paid by such Person to the Parent Guarantor or any Restricted Subsidiary

of the Parent Guarantor during such period, (ii) any extraordinary gain or loss, together with any related provision for taxes on such

extraordinary gain or loss, (iii) any unrealized or realized gain or loss due solely to fluctuations in currency values and the related

tax effects, determined in accordance with GAAP, and (iv) the cumulative effect of a change in accounting principles in such period, if

any.

“Consolidated Secured Debt”

means, as of any date, Consolidated Debt minus the portion of Indebtedness of the Parent Guarantor and its Restricted Subsidiaries included

in Consolidated Debt that is not secured by any Lien on property or assets of the Parent Guarantor and its Restricted Subsidiaries.

“Consolidated Secured Leverage Ratio”

means, as of the last day of any fiscal quarter calculated on a Pro Forma Basis, the ratio of (a)(i) Consolidated Secured Debt minus

(ii) unrestricted cash, cash restricted in favor of the Administrative Agent and Cash Equivalents as reflected on the consolidated

balance sheet of the Parent Guarantor and its Restricted Subsidiaries to (b) LTM Consolidated EBITDA, provided that, for purposes

of the calculation of the Consolidated Secured Leverage Ratio, in connection with (x) the incurrence of any Indebtedness pursuant to Section

‎4.07(b)(1) or (y) the incurrence of any Lien pursuant to clause (20) of the definition of “Permitted Liens,” the Parent

Guarantor may elect, pursuant to an Officer’s Certificate delivered to the Trustee, to treat all or any portion of the commitment

under any Indebtedness which is to be incurred or secured by such Lien, as the case may be, as being incurred as of the applicable date

of determination and any subsequent incurrence of Indebtedness under such commitment that was so treated shall not be deemed to be an

incurrence of additional Indebtedness or an additional Lien at such subsequent time.

“Consolidated Total Leverage Ratio”

means, as of the last day of any fiscal quarter calculated on a Pro Forma Basis, the ratio of (a)(i) Consolidated Debt minus (ii)

unrestricted cash, cash restricted in favor of the Administrative Agent and Cash Equivalents as reflected on the consolidated balance

sheet of the Parent Guarantor and its Restricted Subsidiaries to (b) LTM Consolidated EBITDA, provided that, for purposes of the

calculation of the Consolidated Total Leverage Ratio, in connection with the incurrence of any Indebtedness pursuant to the Section 4.07(a),

Section 4.07(b)(1) or Section 4.07(b)(14)(II), the Parent Guarantor may elect, pursuant to an Officer’s Certificate delivered to

the Trustee, to treat all or any portion of the commitment under any Indebtedness, as the case may be, as being incurred as of the applicable

date of determination and any subsequent incurrence of Indebtedness under such commitment that was so treated shall not be deemed to be

an incurrence of additional Indebtedness at such subsequent time.

“Corporate Trust Office of the Trustee”

shall be at the address of the Trustee specified in Section 11.02 hereof, or such other address as to which the Trustee may give

notice to the Issuer.

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“Credit Facilities” means,

with respect to the Parent Guarantor or any Restricted Subsidiary, one or more debt facilities, indentures or other arrangements, including

the Senior Secured Credit Facilities, the Additional Letter of Credit Facilities, or other financing arrangements (including, without

limitation, commercial paper facilities) with banks or other institutional lenders or investors providing for revolving credit loans,

term loans, notes, receivables financing (including through the sale of receivables to such institutions or to special purpose entities

formed to borrow from such institutions against such receivables), letters of credit or other indebtedness, including any notes, mortgages,

guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications,

extensions, renewals, restatements or refundings thereof and any indentures, agreements or credit facilities, receivables financing or

commercial paper facilities with banks or other institutional lenders or investors that Refinance any part of the loans, notes or other

securities, other credit facilities or commitments thereunder, including any such Refinancing facility or indenture that increases the

amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under

Section ‎4.07 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or

any other agent, trustee, lender, investor, holder or group of lenders, investors or holders.

“Custodian” means, with

respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03(c) hereof as Custodian

with respect to the Notes, and any and all successors thereto appointed as custodian hereunder and having become such pursuant to the

applicable provisions of this Indenture.

“Debt Fund Affiliate”

means any Affiliate of the Parent Guarantor that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing,

holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course.

“Default” means any event

that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Depositary” means, with

respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03(b) hereof as the

Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant

to the applicable provisions of this Indenture.

“Derivative Instrument”

means, with respect to a Person, any contract, instrument or other right to receive payment or delivery of cash or other assets to which

such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment

in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or

cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the

creditworthiness of the Issuer and/or any one or more of the Guarantors (the “Performance References”).

“Designated Non-cash Consideration”

means the Fair Market Value of non-cash consideration received by the Parent Guarantor or a Restricted Subsidiary in connection with an

Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis

of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such

Designated Non-cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding

when and to the extent it has been paid, redeemed or otherwise retired or sold otherwise disposed of in a manner not prohibited by Section

4.15 hereof.

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“Disqualified Stock”

means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it

is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable for

cash, other than as a result of a change of control, asset sale or casualty or condemnation event, pursuant to a sinking fund obligation

or otherwise, or is convertible or exchangeable for Indebtedness or redeemable for cash at the option of the holder thereof, other than

as a result of a change of control, asset sale or casualty or condemnation event, in whole or in part, in each case prior to the date

91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided that if such

Capital Stock is issued to any plan for the benefit of employees of the Parent Guarantor or its Subsidiaries or by any such plan to such

employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Parent

Guarantor or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s

termination, death or disability.

“Distribution Date” means

the date of the distribution of the shares of common stock of the Parent Guarantor to common shareholders of record of Resideo pursuant

to the Spin-Off.

“Distribution Date Payment”

means the payment, on or about the Distribution Date, of a cash dividend or other cash transfer or debt repayment by the Parent Guarantor

to Resideo or one of its subsidiaries of the net proceeds of the Senior Secured Credit Facilities and the Notes as described in the Offering

Memorandum under the caption “Use of Proceeds.”

“Domestic Subsidiary”

means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.

“Eligible Escrow Investments”

means any of the following securities: demand deposits, including interest bearing money market accounts and funds that comply with the

risk limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the Investment Company Act of 1940, as amended, U.S. government

securities, overnight bank deposits, interest-bearing deposits, and bankers acceptances of depository institutions in each case maturing

no later than the Escrow Outside Date.

“Employee Matters Agreement”

means the Employee Matters Agreement between Resideo and the Parent Guarantor, to be dated on or prior to the Distribution Date, as may

be amended or supplemented from time to time.

“Equity Interest” means

Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible

into, or exchangeable for, Capital Stock.

“Equity Offering” means

any public or private sale of common equity or preferred stock of the Parent Guarantor or any direct or indirect parent company of the

Parent Guarantor (excluding Disqualified Stock), other than:

(1) public offerings with respect to

the Parent Guarantor’s or any of its direct or indirect parent company’s common equity registered on Form S-8; and

(2) issuances to any Subsidiary of the

Parent Guarantor or any employee benefit plan of the Parent Guarantor.

“euro” means the single

currency of participating member states of the Economic and Monetary Union.

“Escrow Account” has

the meaning set forth in the Escrow Agreement.

“Escrow Agent” means

U.S. Bank National Association, as agent under the Escrow Agreement, and any and all successors thereto appointed pursuant to the terms

and conditions set forth in the Escrow Agreement.

“Escrow Agreement” means

the Escrow Agreement dated the date hereof by and among the Escrow Issuer, the Trustee and the Escrow Agent, relating to the Initial Notes,

as amended, modified or supplemented from time to time.

-13-

“Escrow Outside Date”

means December 31, 2026.

“Escrow Release Condition”

has the meaning set forth in the Escrow Agreement.

“Escrow Release Date”

means the date that the Escrowed Funds are released from the Escrow Account in accordance with the terms of the Escrow Agreement pursuant

to a Full Release Officer’s Certificate.

“Escrowed Funds” has

the meaning set forth in the Escrow Agreement.

“Exchange Act” means

the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contribution”

means any net cash proceeds and marketable securities (valued at their Fair Market Value as determined in good faith by senior management

or the board of directors of the Parent Guarantor) received by the Parent Guarantor from:

(1) contributions to its common equity

capital; or

(2) the sale (other than to a Subsidiary

of the Parent Guarantor or to any Subsidiary management equity plan or stock option plan or any other management or employee benefit plan

or agreement) of Equity Interests (other than Disqualified Stock) of the Parent Guarantor,

in each case designated as an Excluded

Contribution pursuant to an Officer’s Certificate on or promptly after the date such capital contributions are made or the date

such Equity Interests are sold, as the case may be, and which are excluded from the calculation set forth in Section ‎4.09(a)(C) and

are not applied pursuant to Section ‎4.09(b)(2), (4) or (19).

“Existing Indebtedness”

means Indebtedness, Disqualified Stock or preferred stock of the Parent Guarantor or any Restricted Subsidiary in existence on the Escrow

Release Date or incurred pursuant to the Spin-Off Documents on substantially the terms described in the Offering Memorandum, plus interest

accruing (or the accretion of discount) thereon.

“Fair Market Value” means,

with respect to any Investment, asset or property, the fair market value of such Investment, asset or property, determined in good faith

by senior management or the Board of Directors of the Parent Guarantor, whose determination will be conclusive for all purposes under

this Indenture and the Notes.

“Fitch” means Fitch Ratings,

Inc. and any successor to its rating agency business.

“Fixed Charge Coverage Ratio”

means, with respect to any Person as of any applicable date of determination, the ratio of (1) LTM Consolidated EBITDA of such Person

for the Applicable Measurement Period to (2) the Fixed Charges of such Person for such Applicable Measurement Period, in each case calculated

on a Pro Forma Basis. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by

a responsible financial or accounting officer of the Parent Guarantor to be the rate of interest implicit in such Capitalized Lease Obligation

in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under any revolving credit

facility computed on a Pro Forma Basis shall be computed based upon (A) the average daily balance of such Indebtedness during the applicable

period or (B) if such facility was created after the end of the applicable period, the average daily balance of such Indebtedness during

the period from the date of creation of such facility to the date of determination; or, if lower, the maximum commitments under such revolving

credit facility as of the applicable date of determination. Interest on Indebtedness that may optionally be determined at an interest

rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been

based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

-14-

“Fixed Charges” means,

with respect to any Person for any period, the sum (without duplication) of

(1) Consolidated Interest Expense of

such Person for such period, and

(2) all cash dividend payments (excluding

items eliminated in consolidation) on any series of Disqualified Stock of the Parent Guarantor held by Persons other than the Parent Guarantor

or a Restricted Subsidiary made during such period.

“Foreign Subsidiary”

means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United

States, any state thereof or the District of Columbia and any Restricted Subsidiary of such Foreign Subsidiary.

“Form 10” means the registration

statement on Form 10, originally filed publicly by the Parent Guarantor with the SEC on May 11, 2026, as amended.

“Full Release Officer’s Certificate”

has the meaning set forth in the Escrow Agreement.

“GAAP” means generally

accepted accounting principles in the United States of America, as in effect from time to time (unless the Parent Guarantor elects to

change to IFRS pursuant to the paragraph below, upon the effective date of which GAAP shall subsequently refer to IFRS); provided,

however, that if the Parent Guarantor notifies the Holders and the Trustee that the Parent Guarantor requests an amendment to any

provision hereof to eliminate the effect of any change occurring after the Issue Date in GAAP or in the application thereof on the operation

of such provision (or if the Trustee notifies the Issuer that the Holders of a majority in principal amount of the Notes then outstanding

request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change

in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately

before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

At any time after the Issue Date, the Issuer may

elect to apply International Financial Reporting Standards (“IFRS”) accounting principles as in effect on the

date of such election in lieu of GAAP and, upon any such election, references herein to GAAP and GAAP concepts shall thereafter be construed

to refer to IFRS and corresponding IFRS concepts as of such date (except as otherwise provided in this Indenture); provided that

any such election, once made, shall be irrevocable; provided further, any calculation or determination in this Indenture that requires

the application of GAAP for periods that include fiscal quarters ended prior to the Issuer’s election to apply IFRS shall remain

as previously calculated or determined in accordance with GAAP. The Issuer shall give written notice of any such election made in accordance

with this definition to the Holders and the Trustee.

Notwithstanding anything to the contrary in this

Indenture, solely making the IFRS election (without any other action) referred to in this definition will not be treated as an incurrence

of Indebtedness. Notwithstanding any other provision contained herein, (a) all terms of an accounting or financial nature used herein

shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election

under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor

thereto (including pursuant to Accounting Standard Codifications), to value any Indebtedness of the Parent Guarantor or any of its Subsidiaries

at “fair value”, as defined therein and (b) notwithstanding any other provision contained herein, the accounting for any lease

shall be based on GAAP as in effect on December 15, 2018 and without giving effect to any subsequent changes in GAAP (or the required

implementation of any previously promulgated changes in GAAP) relating to the treatment of a lease as an operating lease or capitalized

lease other than under Section 4.03 (whether or not such operating lease obligations were in effect on such date) notwithstanding the

fact that such obligations are required (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations

in the Parent Guarantor’s financial statements.

“Global Note Legend”

means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means,

individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, in the form of Exhibit A

hereto issued in accordance with Article 2 hereof.

-15-

“Government Securities”

means direct obligations of, or obligations guaranteed by, the United States, a member state of the European Union or any agency or instrumentality

thereof, and the payment for which such government pledges its full faith and credit, and shall also include a depositary receipt issued

by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific

payment of principal or interest on any such Government Securities held by such custodian for the account of the holder of such depositary

receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable

to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Securities or the specific

payment of principal of or interest on the Government Securities evidenced by such depositary receipt.

“Governmental Authority”

means the government of the United States of America, any other nation or any political subdivision thereof, whether State or local, and

any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,

taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies exercising

such powers or functions, such as the European Union or the European Central Bank).

“guarantee” means a guarantee

(other than by endorsement of negotiable instruments for collection in the Ordinary Course of Business), direct or indirect, in any manner

(including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the

guarantee by any Guarantor of the Issuer’s Obligations under this Indenture and the Notes pursuant to Article 10.

“Guarantor” means, from

and after the Escrow Release Date, the Parent Guarantor and each Restricted Subsidiary of the Parent Guarantor (other than the Issuer)

that guarantees the Notes under this Indenture, until such Person is released from its Guarantee in a manner not prohibited by this Indenture.

For the avoidance of doubt, the Issuer is not a Guarantor.

“Hedging Obligations”

means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement,

interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract,

currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks

either generally or under specific contingencies, 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 Guarantor or any Restricted

Subsidiary shall be a Hedging Obligations.

“Holder” means each Person

in whose name the Notes are registered on the Registrar’s Note Register, which shall initially be the nominee of DTC.

“Honeywell” means Honeywell

International Inc.

“Indebtedness” of any

Person means, without duplication,

(a) all obligations of such Person for

borrowed money,

(b) all obligations of such Person evidenced

by bonds, debentures, notes or similar instruments,

respect of the deferred purchase price of property or services (excluding (x) trade accounts payable and other accrued or cash management

obligations, in each case incurred in the Ordinary Course of Business, (y) any earn-out obligation until 60 days after becoming due and

payable and shown as a liability on the balance sheet of such Person in accordance with GAAP and (z) Taxes and other accrued expenses),

-16-

(d) all Indebtedness of others secured

by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property

owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed by such Person,

(e) all guarantees by such Person of

Indebtedness of others,

(f) all Capitalized Lease Obligations

of such Person,

(g) all obligations, contingent or otherwise,

of such Person as an account party in respect of letters of credit,

(h) net obligations of such Person under

any Hedging Obligation, and

(i) all

Disqualified Stock in such Person, valued, as of the date of determination, at the greater of (x) the maximum aggregate amount that would

be payable upon maturity, redemption, repayment or repurchase thereof (or of Disqualified Stock or Indebtedness into which such Disqualified

Stock are convertible or exchangeable) and (y) the maximum liquidation preference of such Disqualified Stock;

provided that notwithstanding the

foregoing, the term “Indebtedness” shall not include:

(A) deferred or prepaid revenue,

(B) purchase price holdbacks in respect

of a portion of the purchase price of an asset to satisfy warranty, indemnity or other unperformed obligations of the seller,

exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto,

(D) obligations in respect of any residual

value guarantees on equipment leases,

(E) any take-or-pay or similar obligation

to the extent such obligation is not shown as a liability on the balance sheet of such Person in accordance with GAAP,

(F) asset retirement obligations and obligations

in respect of reclamation and workers’ compensation (including pensions and retiree medical care), and

(G) obligations under or in respect of

Receivables Facilities.

The amount of Indebtedness of any Person for purposes

of clause (d) above shall (unless such Indebtedness has been assumed by such Person or such Person has otherwise become liable for the

payment thereof) be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the Fair Market

Value of the property encumbered thereby as determined by such Person in good faith. For the avoidance of doubt, indemnification obligations

under the Tax Matters Agreement shall not constitute Indebtedness.

“Indenture” means this

instrument as originally executed (including the appendices and exhibits) and as it may from time to time be supplemented or amended by

one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof.

“Independent Financial Advisor”

means an accounting, appraisal or investment banking firm of nationally recognized standing that is, in the good faith judgment of the

Parent Guarantor, not an Affiliate of the Parent Guarantor and qualified to perform the task for which it has been engaged.

“Indirect Participant”

means a Person who holds a beneficial interest in a Global Note through a Participant.

-17-

“Initial Notes” means

$400,000,000 in aggregate principal amount of the Notes issued under this Indenture on the Issue Date.

“Intellectual Property Matters Agreement”

means the Intellectual Property Matters Agreement by and between the parties thereto, to be dated on or prior to the Distribution Date,

as may be amended or supplemented from time to time.

“interest” means, with

respect to the Notes, interest on the Notes.

“Interest Payment Date”

has the meaning set forth in paragraph 1 of the applicable Notes.

“Investment Grade Rating”

means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P and Fitch, or

an equivalent rating by any other Rating Agency.

“Investment Grade Securities”

means:

(1) securities issued or directly and

fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents),

(2) debt securities or debt instruments

with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Parent Guarantor

and its Subsidiaries,

(3) investments in any fund that invests

exclusively in investments of the type described in clauses (1) and (2) above, which fund may also hold immaterial amounts of cash pending

investment or distribution, and

(4) corresponding instruments in countries

other than the United States customarily utilized for high quality investments.

“Investments” means,

with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees),

advances or capital contributions (excluding accounts receivable, trade credit, advances or extensions of credit to customers, suppliers,

directors, officers or employees, in each case made in the Ordinary Course of Business and excluding any debt or extension of credit represented

by a bank deposit or other than a time deposit), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or

other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding

the footnotes) of the Parent Guarantor in the same manner as the other investments included in this definition to the extent such transactions

involve the transfer of cash or other property.

The amount of any Investment outstanding at any

time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment

or other amount received in cash by the Parent Guarantor or a Restricted Subsidiary in respect of such Investment.

“IRA Termination” means

the termination of the Identification and Reimbursement Agreement, dated as of October 14, 2018, between Resideo Intermediate Holding

Inc. (as successor to New HAPI Inc.) and Honeywell, as amended, pursuant to that certain Termination Agreement, dated as of July 30, 2025,

as amended, among inter alios Resideo, Resideo Holding Inc. and Honeywell and the related cash payment in connection with such

termination.

“Issue Date” means June

30, 2026.

“Issuer” means, prior

to the Merger, the Escrow Issuer and, from and after the Merger, the Company.

“Legal Holiday” means

a Saturday, a Sunday or a day on which commercial banking institutions are not required or authorized by law to be open in the State of

New York.

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“Lien” means, with respect

to any asset, any mortgage, lien, pledge, hypothecation, charge, security interest, preference or encumbrance of any kind in respect of

such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title

retention agreement, any lease in the nature thereof; provided that in no event shall an operating lease be deemed to constitute

a Lien.

“Limited Condition Transaction”

means (i) any acquisition of any assets, business or Person, or a merger or consolidation, in each case involving third parties, or similar

Investment permitted hereunder by the Parent Guarantor or one or more of its Restricted Subsidiaries, including by way of merger or amalgamation,

whose consummation is not conditioned on the availability of, or on obtaining, third party financing (or, if such condition does exist,

the Parent Guarantor or any Restricted Subsidiary, as applicable, would be required to pay any fee, liquidated damages or other amount

or be subject to any indemnity, claim or other liability as a result of such third party financing not having been available or obtained),

(ii) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance

of such redemption, repurchase, defeasance, satisfaction and discharge or repayment or (iii) any Restricted Payment or Permitted Investment

requiring irrevocable notice in advance thereof.

“Long Derivative Instrument”

means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally

decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or

delivery obligations under which generally increase, with negative changes to the Performance References.

“LTM Consolidated EBITDA”

means, as of any date of determination, the Consolidated EBITDA of the Parent Guarantor for the most recent period of four consecutive

fiscal quarters of the Parent Guarantor ended on or prior to such time (taken as one accounting period) in respect of which financial

statements for each fiscal quarter or fiscal year in such period have been delivered pursuant to Section 4.03.

“Market Capitalization”

means an amount equal to (i) the total number of issued and outstanding shares of common stock of the Parent Guarantor on the date of

the declaration of a Restricted Payment permitted pursuant to Section 4.09(b)(19) multiplied by (ii) the arithmetic mean of the closing

prices per share of such shares on the principal securities exchange on which such shares are traded for the 30 consecutive trading days

immediately preceding the date of declaration of such Restricted Payment.

“Material Intellectual Property”

means Intellectual Property that is necessary for the business of the Parent Guarantor and its Restricted Subsidiaries on a consolidated

basis.

“Moody’s” means

Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Proceeds” means

the aggregate cash proceeds and Fair Market Value of any Cash Equivalents received by the Parent Guarantor or a Restricted Subsidiary

in respect of any Asset Sale (including any cash payments received by way of deferred payment of principal pursuant to a note or installment

receivable or otherwise, but only as and when received), net of (i) the direct costs relating to such Asset Sale, including legal, accounting,

consultant and investment banking fees and discounts, brokerage and sales commissions, any relocation expenses and other fees, expenses

and charges incurred as a result thereof, Taxes paid or reasonably estimated to be actually payable or accrued as a liability under GAAP

(including, for the avoidance of doubt, any income withholding and other Taxes payable as a result of the distribution of such proceeds

to the Parent Guarantor) as a result thereof (including in connection with any repatriation of funds and after taking into account any

available tax credits or deductions and any tax sharing arrangements), (ii) amounts required to be applied to the repayment of principal,

premium, if any, and interest on Secured Indebtedness, Pari Passu Indebtedness or Indebtedness of any Restricted Subsidiary that is not

a Guarantor required (other than pursuant to Section 4.15‎(b)) to be paid as a result of such transaction, (iii) any costs associated

with unwinding any related Hedging Obligations in connection with such transaction, (iv) all distributions and other payments required

to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale, or to any other Person (other

than the Parent Guarantor or a Restricted Subsidiary) owning a beneficial interest in the assets disposed of in such Asset Sale, (v) the

deduction of appropriate amounts required to be provided by the seller as a reserve, on the basis of GAAP, against any liabilities associated

with the assets disposed of in such Asset Sale and retained by the Parent Guarantor or any Restricted Subsidiary after such Asset Sale

and (vi) any liabilities associated with the asset disposed of in such transaction and retained by the Parent Guarantor or any of its

Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities

and liabilities related to environmental matters or against any indemnification obligations associated with such transaction, as determined

in good faith by the Parent Guarantor.

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“Net Short” means, with

respect to a Holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds

the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii)

it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the

2014 ISDA Credit Derivatives Definitions) to have occurred with respect to the Issuer or any Guarantor immediately prior to such date

of determination.

“Obligations” means any

principal, interest, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of

credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties,

fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Memorandum”

means the offering memorandum, dated June 16, 2026 relating to the Initial Notes.

“Officer” means, with

respect to any Person, the Chairman of the Board, the President, Managing Director, Director, Manager, the Chief Executive Officer, the

Chief Financial Officer, any Vice President, the Controller, the Treasurer, the Secretary, Assistant Treasurer or Assistant Secretary

or any other authorized signatory (a) of such Person or (b) if such Person is owned, directly or indirectly, or managed by a single entity,

of such entity, or any other individual designated as an “Officer” or an authorized signatory for the purposes of this Indenture

by the board of directors of the Parent Guarantor.

“Officer’s Certificate”

means, with respect to any Person, a certificate signed by one Officer of such Person and delivered to the Trustee.

“Opinion of Counsel”

means a written opinion reasonably acceptable to the Trustee from legal counsel (which may be subject to customary assumptions, exclusions,

limitations and exceptions). The counsel may be an employee of or counsel to the Parent Guarantor or other counsel.

“Ordinary Course of Business”

means (a) the ordinary course of business (including with respect to nature, scope, magnitude, quantity and frequency) that does not require

any board of director or shareholder approval or any other separate or special authorization of any nature and similar in nature, scope

and magnitude to actions customarily taken in the ordinary course of the normal day-to-day operations of other persons that are in the

same line of business acting in good faith, (b) consistent with past practice or (c) consistent with industry practice; provided that,

for the avoidance of doubt, the payment of reasonable and customary corporate overhead costs and expenses (including administrative, legal,

accounting and similar expenses payable to third parties), the payment of taxes and the payment of costs and expenses in connection with

litigation matters shall be deemed to be in the Ordinary Course of Business.

“Outstanding”, when used

with respect to Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture,

except:

(1) Notes theretofore cancelled by the

Registrar or delivered to the Registrar for cancellation;

(2) Notes, or portions thereof, for whose

payment or redemption money in the necessary amount has been theretofore deposited with the Paying Agent (other than the Issuer) or set

aside and segregated in trust by the Issuer (if the Issuer shall act as their own Paying Agent) for the Holders of such Notes in accordance

with any applicable provisions of this Indenture; provided that, if such Notes are to be redeemed, written notice of such redemption

has been duly given pursuant to this Indenture or provision therefor satisfactory to the Paying Agent has been made;

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(3) Notes, except to the extent provided

in Sections ‎8.02 and ‎8.03, with respect to which the Parent Guarantor has effected Legal Defeasance or Covenant Defeasance as

provided in ‎Article 8; and

(4) Notes which have been paid pursuant

to Section ‎2.07 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture,

other than any such Notes in respect of which there shall have been presented to the Trustee an Officer’s Certificate that such

Notes are held by a Protected Purchaser in whose hands the Notes are valid obligations of the Issuer;

provided that, in determining whether the Holders

of the requisite principal amount of Outstanding Notes have given any request, demand, authorization, direction, consent, notice or waiver

hereunder, Notes owned by the Issuer or any other obligor upon the Notes or any Affiliate of the Issuer or such other obligor (other than

a Debt Fund Affiliate) shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be

protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Trust Officer

of the Trustee has received written notice at its address specified herein of being so owned shall be so disregarded.

“Parent Guarantor” means

ADI Global Distribution Inc., a Delaware corporation, and the direct parent company of the Company.

“Pari Passu Indebtedness”

means any Indebtedness of the Issuer or any Guarantor if such Indebtedness ranks equally in right of payment to the Notes or the Guarantees,

as the case may be.

“Participant” means,

with respect to the Depositary, a Person who has an account with the Depositary.

“Permitted Asset Swap”

means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or

Cash Equivalents between the Parent Guarantor or a Restricted Subsidiary and another Person; provided, that any cash or Cash Equivalents

received must be applied in accordance with Section 4.15 hereof.

“Permitted Investments”

means:

(1) any Investment in the Parent Guarantor

or any Restricted Subsidiary;

(2) any Investment in cash, Cash Equivalents

or Investment Grade Securities;

(3) any Investment by the Parent Guarantor

or any Restricted Subsidiary in a Person if as a result of such Investment:

(A) such Person becomes a Restricted Subsidiary,

(B) such Person, in one transaction or

a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its

assets to, or is liquidated into, the Parent Guarantor or a Restricted Subsidiary, and, in each case, any Investment held by such Person;

provided that such held Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation

or transfer;

(4) any Investment in securities or other

property or assets received in connection with an Asset Sale made pursuant to Section ‎4.15 hereof, or any other disposition of assets

not constituting an Asset Sale;

(5) any Investment existing on the Escrow

Release Date and any modification, replacement, renewal, reinvestment or extension thereof, and any Investment made pursuant to the Spin-Off

Documents;

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(6) any Investment acquired by the Parent

Guarantor or any Restricted Subsidiary:

(A) (i) in exchange for any other Investment

or accounts receivable held by the Parent Guarantor or any such Restricted Subsidiary in connection with or as a result of a bankruptcy,

workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (ii) in settlement of delinquent

accounts and disputes with customers and suppliers in the Ordinary Course of Business, or

(B) as a result of a foreclosure by the

Parent Guarantor or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured

Investment in default;

(7) Hedging Obligations permitted under

Section ‎4.07(b)(10) hereof;

(8) receivables or other trade payables

owing to the Parent Guarantor or a Restricted Subsidiary if created or acquired in the Ordinary Course of Business and payable or dischargeable

in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Parent

Guarantor or any Restricted Subsidiary deems reasonable under the circumstances;

(9) Investments the payment for which

consists of Equity Interests of the Parent Guarantor (exclusive of Disqualified Stock); provided that such Equity Interests will

not increase the amount available for Restricted Payments under clause (C) of Section ‎4.09(a);

(10) (i) guarantees of Indebtedness permitted

under Section ‎4.07 and (ii) guarantees of leases (other than Capitalized Lease Obligations) or of other obligations that do not constitute

Indebtedness, in each case entered into in the Ordinary Course of Business;

(11) any transaction to the extent it

constitutes an Investment that is permitted and made in accordance with Section ‎4.17(b) (except transactions described in Section

‎4.17(b)(2), ‎(4), ‎(7) and ‎(12));

(12) Investments consisting of purchases

and acquisitions of inventory, supplies, material or equipment or other similar assets in the Ordinary Course of Business, or the licensing

or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(13) additional Investments having an

aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding,

not to exceed the greater of (x) $215.0 million and (y) 75.0% of LTM Consolidated EBITDA at the time of such Investment (with the Fair

Market Value of each Investment determined in good faith by the Parent Guarantor and being measured at the time made and without giving

effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (13) is made in

any Person that is not a Restricted Subsidiary of the Parent Guarantor at the date of the making of such Investment and such Person becomes

a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (1) above and

shall cease to have been made pursuant to this clause (13) for so long as such Person continues to be a Restricted Subsidiary;

(14) Investments that, in the good faith

determination of the board of directors or senior management of the Parent Guarantor, are necessary or advisable to effect a Receivables

Facility or any repurchases in connection therewith;

(15) loans or advances to, or guarantees

of Indebtedness of, directors, officers, consultants or employees in the aggregate not to exceed at any one time outstanding up to $10.0

million;

(16) loans and advances to officers,

directors, managers and employees for business-related travel, entertainment, moving and other relocation expenses, payroll expenses and

other similar expenses, in each case incurred in the Ordinary Course of Business or to fund such Person’s purchase of Equity Interests

of the Parent Guarantor;

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(17) advances, loans, extensions of trade

credit, secured deposits or prepaid expenses in the Ordinary Course of Business by the Parent Guarantor or any of its Restricted Subsidiaries;

(18) intercompany current liabilities

owed by Unrestricted Subsidiaries or joint ventures incurred in the Ordinary Course of Business in connection with the cash management

operations of the Parent Guarantor and its Subsidiaries;

(19) Investments made in connection with

the funding of contributions under any non-qualified retirement plan or similar employee compensation plan in an amount not to exceed

the amount of compensation expense recognized by the Parent Guarantor and its Restricted Subsidiaries in connection with such plans;

(20) Investments of any Person existing

at the time such Person becomes a Restricted Subsidiary or consolidates or merges with the Parent Guarantor or any Restricted Subsidiary

so long as such Investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such consolidation or

merger;

(21) Investments resulting from pledges

or deposits described in clause (1) of the definition of the term “Permitted Liens”;

(22) Investments that result solely from

the receipt by the Parent Guarantor or any Restricted Subsidiary from any of its Subsidiaries of a dividend or other Restricted Payment

in the form of Equity Interests, evidences of Indebtedness or other securities;

(23) Investments in the Ordinary Course

of Business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements

with customers consistent with past practices;

(24) non-cash Investments in connection

with tax planning and reorganization activities;

(25) Investments made in the form of

loans or advances made to distributors in the Ordinary Course of Business;

(26) to the extent they constitute Investments,

guarantees in the Ordinary Course of Business of the obligations of suppliers, customers, franchisees, lessors and licensees of the Parent

Guarantor and any Restricted Subsidiary;

(27) any Investment so long as immediately

after giving effect to the making thereof, the Consolidated Total Leverage Ratio of the Parent Guarantor and its Restricted Subsidiaries

is equal to or less than 3.25 to 1.00;

(28) (A) extensions of trade credit and

accommodation guarantees in the Ordinary Course of Business; (B) Investments (i) for utilities, security deposits, leases and similar

prepaid expenses incurred in the Ordinary Course of Business and (ii) in the form of trade accounts created, or prepaid expenses accrued,

in the Ordinary Course of Business; (C) to the extent they constitute Investments, guaranties in the Ordinary Course of Business of the

obligations of suppliers, customers, franchisees, lessors and licensees of the Parent Guarantor and any Restricted Subsidiary and (D)

loans and advances to customers; provided that the aggregate principal amount of loans and advances outstanding under this clause (28)(D)

at any time shall not exceed $10.0 million;

(29) Investments in the form of letters

of credit, bank guarantees, performance bonds or similar instruments or other creditor support or reimbursement obligations made in the

Ordinary Course of Business by the Parent Guarantor on behalf of any Restricted Subsidiary and made by any Restricted Subsidiary on behalf

of the Parent Guarantor or any other Restricted Subsidiary; and

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(30) to the extent they constitute Investments,

payment obligations of any Person pursuant to and required under the Tax Matters Agreement.

“Permitted Liens” means,

with respect to any Person:

(1) pledges, deposits or security by

such Person (i) under workmen’s compensation laws, unemployment insurance, employers’ health Tax, and other social security

laws or similar legislation or other insurance related obligations (including, but not limited to, in respect of deductibles, self-insured

retention amounts and premiums and adjustments thereto) or indemnification obligations of insurance carriers providing property, casualty

or liability insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness)

or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or

U.S. government bonds to secure surety, stay, customs or appeal bonds to which such Person is a party, or deposits as security for contested

Taxes or import duties or for the payment of rent, performance and return-of-money bonds and other similar obligations (including those

to secure health, safety and environmental obligations) and (ii) in respect of letters of credit, bank guarantees or similar instruments

issued for the account of such Person in the Ordinary Course of Business supporting obligations of such type, in each case incurred in

the Ordinary Course of Business;

(2) Liens imposed by law or regulation,

such as carriers’, warehousemen’s, materialmen’s, repairmen’s, mechanics’, contractors’, landlords’,

architects’ and other similar Liens, in each case for sums not yet overdue for a period of more than 45 days or being contested

in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such

Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained

on the books of such Person in accordance with GAAP;

(3) Liens for Taxes, assessments or other

governmental charges not yet overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings

diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP, or

for property Taxes on property such Person or one of its Subsidiaries has determined to abandon if the sole recourse for such Tax, assessment,

charge, levy or claim is to such property;

(4) Liens in favor of issuers of performance,

surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit

or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account

of such Person in the Ordinary Course of Business;

(5) Survey exceptions, encumbrances,

ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains,

telegraph and telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other

restrictions (including, without limitation, defects or irregularities in title and similar encumbrances) as to the use of real properties

or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection

with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their

use in the operation of the business of such Person;

(6) Liens securing Indebtedness incurred

pursuant to Section 4.07(b)(1), ‎(2), ‎(4), ‎(8), ‎(10), ‎(14)(I), ‎(15), (17) (to the extent that the Indebtedness

that is guaranteed is (x) Indebtedness of the Issuer or a Guarantor and (y) is secured by a Lien not prohibited by this Indenture), (18)

and (24); provided, however, that, in the case of Section ‎4.07(b)(4), such Lien may not extend to any assets other

than the assets acquired, leased, constructed, installed, repaired, replaced or improved with the Indebtedness incurred pursuant to Section

‎4.07(b)(4), or the proceeds thereof;

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(7) Liens existing on the Escrow Release

Date or under the Spin-Off Documents (other than Liens incurred or to be incurred under the Senior Secured Credit Facilities);

(8) Liens on property or Equity Interests

of a Person at the time such Person becomes a Subsidiary; provided such Liens are not created or incurred in connection with, or

in contemplation of, such other Person becoming a Subsidiary; provided further, however, that such Liens may not extend

to any other property owned by the Issuer or any Guarantor (other than after-acquired property that is (a) affixed or incorporated into

the property covered by such Lien, (b) subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include

a pledge of after-acquired property and (c) the proceeds and products thereof);

(9) Liens on property at the time the

Parent Guarantor or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with

or into the Parent Guarantor or any Restricted Subsidiary; provided that such Liens are not created or incurred in connection with,

or in contemplation of, such acquisition, merger or consolidation; provided further that the Liens may not extend to any other

property owned by the Parent Guarantor or any Restricted Subsidiary;

(10) Liens securing Indebtedness or other

obligations of the Parent Guarantor or a Restricted Subsidiary owing to the Parent Guarantor or another Restricted Subsidiary permitted

to be incurred in accordance with Section 4.07 hereof;

(11) Liens securing Hedging Obligations,

Cash Management Services and Supply Chain Financings incurred in compliance with Section ‎4.07 hereof;

(12) Liens on specific items of inventory

or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or trade letters

of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other

goods;

(13) Leases, subleases, licenses or sublicenses

(including of intellectual property) to or from third parties granted in the Ordinary Course of Business;

(14) Liens arising from Uniform Commercial

Code (or equivalent statute) financing statement filings regarding operating leases or consignments entered into by the Parent Guarantor

or any Restricted Subsidiary in the Ordinary Course of Business;

(15) Liens in favor of the Issuer or

any Guarantor;

(16) Liens on equipment of the Parent

Guarantor or any Restricted Subsidiary granted in the Ordinary Course of Business to the Parent Guarantor’s or such Restricted Subsidiaries’

client at which such equipment is located;

(17) Liens on accounts receivable and

related assets incurred in connection with a Receivables Facility;

(18) Liens to secure any refinancing,

refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole,

or in part, of any Indebtedness secured by any Lien referred to in clauses (6) (solely with respect to Liens securing Indebtedness incurred

pursuant to clauses ‎(2), ‎(4), (14)(I) or (17) of Section ‎4.07(b)), (7), (8), (9), (10), (11), (12), (18) and (20) of this

definition of “Permitted Liens”; provided that (A) other than in the case of Liens referred to in clause (20), such

new Lien shall be limited to all or part of the same property that secured the original Lien (plus accessions, additions and improvements

on such property and after-acquired property that is (a) affixed or incorporated into the property covered by such Lien, (b) subject to

a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property and (c) the

proceeds and products thereof), and (B) the Indebtedness secured by such Lien at such time is not increased to any amount greater than

the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6) (solely

with respect to Liens securing Indebtedness incurred pursuant to clauses ‎(2), ‎(4), (14)(I) or (17) of Section ‎4.07(b)),

(7), (8), (9), (10), (11), (12), (18) and (20) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an

amount necessary to pay any fees and expenses, including premiums, and accrued and unpaid interest related to such refinancing, refunding,

extension, renewal or replacement;

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(19) deposits made or other security

provided to secure liabilities to insurance carriers under insurance or self-insurance arrangements in the Ordinary Course of Business;

(20) Liens to secure Indebtedness incurred

pursuant to Section ‎4.07; provided that the Consolidated Secured Leverage Ratio, calculated on a Pro Forma Basis after giving

effect to the incurrence of such Lien, the related Indebtedness and the application of net proceeds therefrom, would be no greater than

2.25 to 1.00, or, in the case of any Liens securing Indebtedness being applied to finance an acquisition that is permitted by clause (3)

of the definition of “Permitted Investments”, the Consolidated Secured Leverage Ratio would be equal to or less than the Consolidated

Secured Leverage Ratio immediately prior to such incurrence and any related transactions, after giving effect to the incurrence of such

Lien, the related Indebtedness and the application of net proceeds therefrom;

(21) other Liens securing Indebtedness

at any one time outstanding that do not exceed the greater of (x) $160.0 million and (y) 55.0% of LTM Consolidated EBITDA at the time

of incurrence, provided that if Indebtedness secured by Liens originally incurred in reliance upon a percentage of LTM Consolidated

EBITDA under this clause (21) is being refinanced with Indebtedness secured by Liens incurred under this clause (21) and such refinancing

would cause the outstanding amount of Indebtedness secured by Liens pursuant to this clause (21) to exceed the maximum permitted by this

clause (21) at such time, then such refinancing will nevertheless be permitted thereunder and such Liens shall be deemed to have been

incurred under this clause (21) so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount

of Indebtedness being refinanced, plus amounts incurred to pay premiums (including tender premiums), defeasance costs, accrued and unpaid

interest and dividends, fees and expenses in connection with such refinancing;

(22) Liens arising out of judgments,

decrees, orders or awards in respect of which the Parent Guarantor or any Restricted Subsidiary shall in good faith be prosecuting an

appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or if the period within which such

appeal or proceedings may be initiated shall not have expired;

(23) Liens in favor of customs and revenue

authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the Ordinary

Course of Business;

(24) Liens (i) of a collection bank arising

under Section 4-208 of the Uniform Commercial Code as in effect in New York, or Section 4-210 of the Uniform Commercial Code as in effect

in another jurisdiction other than New York or any comparable or successor provision on items in the course of collection, (ii) attaching

to pooling, commodity trading accounts or other commodity brokerage accounts incurred in the Ordinary Course of Business and (iii) in

favor of banking or other financial institutions or electronic payment service providers arising as a matter of law encumbering deposits

(including the right of set-off) and which are within the general parameters customary in the banking or finance industry;

(25) Liens deemed to exist in connection

with repurchase agreements permitted under Section ‎4.07 hereof; provided that such Liens do not extend to any assets

other than those that are the subject of such repurchase agreement;

-26-

(26) Liens encumbering reasonable customary

initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in

the Ordinary Course of Business and not for speculative purposes;

(27) Liens that are contractual rights

of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness,

(ii) relating to pooled deposit or sweep accounts of the Parent Guarantor or any of its Restricted Subsidiaries to permit satisfaction

of overdraft or similar obligations incurred in the Ordinary Course of Business of the Parent Guarantor and its Restricted Subsidiaries

or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Restricted

Subsidiaries in the Ordinary Course of Business;

(28) Liens solely on any cash earnest

money deposits made by the Parent Guarantor or any of its Restricted Subsidiaries in connection with any letter of intent or purchase

agreement not prohibited under this Indenture;

(29) the rights reserved or vested in

any Person by the terms of any lease, license, franchise, grant or permit held by the Parent Guarantor or any of its Restricted Subsidiaries

or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments

as a condition to the continuance thereof;

(30) restrictive covenants affecting

the use to which real property may be put; provided that the covenants are complied with;

(31) security given to a public utility

or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person

in the Ordinary Course of Business;

(32) zoning by-laws and other land use

restrictions, including, without limitation, site plan agreements, development agreements and contract zoning agreements;

(33) Liens arising out of conditional

sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any Restricted Subsidiary

in the Ordinary Course of Business;

(34) any Lien granted pursuant to a security

agreement between the Parent Guarantor or any Restricted Subsidiary and a licensee of their intellectual property to secure the damages,

if any, of such licensee resulting from the rejection by the Parent Guarantor or such Restricted Subsidiary of such licensee in a bankruptcy,

reorganization or similar proceeding with respect to the Parent Guarantor or such Restricted Subsidiary; provided that such Liens

do not cover any assets other than the intellectual property subject to such license;

(35) Liens on the Equity Interests and

Indebtedness of Persons that are not Restricted Subsidiaries;

(36) in the case of (A) any Restricted

Subsidiary that is not a Wholly-Owned Subsidiary or (B) the Equity Interests in any Person that is not a Restricted Subsidiary, any

encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such Restricted Subsidiary or such

other Person set forth in the organizational documents of such Restricted Subsidiary or such other Person or any related joint venture,

shareholders’ or similar agreement;

(37) Liens on property or assets used

to defease or to irrevocably satisfy and discharge Indebtedness; provided that such defeasance or satisfaction and discharge is

not prohibited by this Indenture;

-27-

(38) Liens on and security interests

in the account holding the Escrowed Funds and all deposits and investment property therein in favor of the Trustee, for its benefit and

the benefit of the Holders;

(39) Sale and Lease-Back Transactions

(i) to the extent the proceeds thereof are used by the Parent Guarantor and the Restricted Subsidiaries to permanently repay outstanding

Indebtedness of the Parent Guarantor or the Restricted Subsidiaries, (ii) with a term of not more than three years, (iii) incurred pursuant

to Section ‎4.07(b)(4) hereof or (iv) completed in a manner not prohibited by Section 4.15 hereof;

(40) Liens on property of the Parent

Guarantor or a Restricted Subsidiary in favor of the United States of America or any State thereof or the jurisdiction of organization

of such Restricted Subsidiary, or any department, agency or instrumentality or political subdivision of the United States of America or

any State thereof or the jurisdiction of organization of such Restricted Subsidiary, to secure partial, progress, advance or other payments

pursuant to any contract or statute;

(41) banker’s liens, rights of

set-off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions and securities accounts

and other financial assets maintained with a securities intermediary; provided that such deposit accounts or funds and securities

accounts or other financial assets are not established or deposited for the purpose of providing collateral for any Indebtedness;

(42) in connection with the sale or transfer

of any Equity Interests or other assets in a transaction not prohibited under this Indenture, customary rights and restrictions contained

in agreements relating to such sale or transfer pending the completion thereof;

(43) Liens on cash or Cash Equivalents,

Permitted Investments or other marketable securities securing (A) letters of credit that are cash collateralized on the Escrow Release

Date in an amount of cash, Cash Equivalents, Permitted Investments or other marketable securities with a Fair Market Value of up to 105%

of the face amount of such letters of credit being secured or (B) letters of credit other credit support obligations in the Ordinary Course

of Business;

(44) any Liens arising by operation of

law; and

(45) Liens on cash, Cash and Cash Equivalents

and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is not prohibited

by this Indenture.

For purposes of this definition, Liens

need not be incurred solely by reference to one category of Liens permitted by this definition but are permitted to be incurred in part

under any combination thereof and of any other available exemption. In the event that a Permitted Lien meets the criteria of more than

one of the types of Permitted Liens (at the time of incurrence or at a later date), the Parent Guarantor in its sole discretion may divide,

classify or from time to time reclassify all or any portion of such Permitted Lien in any manner that complies with this Indenture and

such Permitted Lien shall be treated as having been made pursuant only to the clause or clauses of the definition of Permitted Lien to

which such Permitted Lien has been classified or reclassified.

“Person” means any individual,

corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization,

government or any agency or political subdivision thereof or any other entity.

“Post-Distribution Payment”

means any cash payment after the Distribution Date, made in accordance with the terms further described in the Offering Memorandum under

the caption “Certain Relationships and Related Person Transactions—Agreements with Resideo—The Separation Agreement—Cash

Adjustments” by the Parent Guarantor or a subsidiary of the Parent Guarantor to Resideo and/or a subsidiary of Resideo.

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“preferred stock” means

any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution or winding up.

“principal” of a Note

means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant

time.

“Private Placement Legend”

means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise

permitted by the provisions of this Indenture.

“Pro Forma Basis” means,

with respect to any calculations hereunder or otherwise for purposes of determining the Consolidated Total Leverage Ratio, Fixed Charge

Coverage Ratio, the Consolidated Secured Leverage Ratio, Consolidated EBITDA or LTM Consolidated EBITDA as of any date, that such calculation

shall give pro forma effect to (I) all acquisitions, designations of Restricted Subsidiaries as Unrestricted Subsidiaries, all designations

of Unrestricted Subsidiaries as Restricted Subsidiaries, all issuances, incurrences or assumptions or repayments and prepayments of Indebtedness

in connection therewith (with any such Indebtedness being deemed to be amortized over the applicable testing period in accordance with

its terms), all sales, transfers or other dispositions of any Equity Interests in a Restricted Subsidiary or all or substantially all

assets of a Restricted Subsidiary or division or line of business of a Restricted Subsidiary outside the Ordinary Course of Business (and

any related prepayments or repayments of Indebtedness), and the IRA Termination (to the extent allocated to the Parent Guarantor or any

of its Restricted Subsidiaries), in each case that have occurred during (or, if such calculation is being made for the purpose of determining

whether any event subject to the covenants described in Article 4 is permitted, since the beginning of) the four consecutive fiscal quarter

period of the Parent Guarantor most recently ended on or prior to such date as if they occurred on the first day of such four consecutive

fiscal quarter period, including expected cost savings, operating expense reductions, and other synergies (excluding any revenue synergies)

(in each case without duplication of amounts actually realized) to the extent (a) such cost savings, operating expense reductions, and

other synergies (excluding any revenue synergies) would be permitted to be reflected in pro forma financial information complying with

the requirements of Article 11 of Regulation S-X under the Securities Act as interpreted by the Staff of the SEC or (b) in the case of

an acquisition, restructuring, repositioning or other similar transaction, or the IRA Termination, such cost savings, operating expense

reductions, and other synergies (excluding any revenue synergies) are factually supportable and have been realized or are reasonably expected

to be realized within 24 months following such acquisition, restructuring, repositioning or other similar transaction, or the IRA Termination

(to the extent allocated to the Parent Guarantor or any of its Restricted Subsidiaries); provided that if any cost savings, operating

expense reductions, and other synergies included in any pro forma calculations based on the expectation that such cost savings, operating

expense reductions, and other synergies are reasonably expected to be realized within 24 months following such acquisition, restructuring,

repositioning or other similar transaction, or the IRA Termination (to the extent allocated to the Parent Guarantor or any of its Restricted

Subsidiaries), shall at any time cease to be reasonably expected to be so realized within such period, then on and after such time pro

forma calculations required to be made hereunder shall not reflect such cost savings, operating expense reductions, and other synergies;

provided further that the aggregate amount of cost savings, operating expense reductions and other synergies to be included in

any calculation based upon clause (b) for any period of four fiscal quarters of the Parent Guarantor shall not exceed, together with any

amounts added back pursuant to clauses (a)(xii) and (a)(xiii) of the definition of “Consolidated EBITDA” for such period (excluding

any addbacks and adjustments pursuant to clause (a)(xiii) of the definition of Consolidated EBITDA with respect to the IRA Termination,

which shall be uncapped), 20% of Consolidated EBITDA for such four fiscal quarter period (in each case, determined after giving effect

to the adjustments contemplated by the Applicable Adjustments) and (II) all incurrences, assumptions, guarantees, redemptions, retirements

or extinguishments of any Indebtedness or issuances or redemptions of Disqualified Stock subsequent to the commencement of the Applicable

Measurement Period but on or prior to the applicable date of determination, shall be calculated giving pro forma effect to such incurrence,

assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock

(in each case, including a pro forma application of the net proceeds therefrom), as if the same had occurred at the beginning of the Applicable

Measurement Period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness

shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into

account any Hedging Obligations applicable to such Indebtedness).

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“Protected Purchaser” has

the definition provided in Section 8-303 of the Uniform Commercial Code.

“QIB” means a “qualified

institutional buyer” as defined in Rule 144A.

“Rating Agencies” mean

Moody’s, S&P and Fitch or if any of Moody’s, S&P and Fitch ceases to rate the notes or fails to make a rating of the

notes publicly available, a nationally recognized statistical rating agency selected by the Issuer which shall be substituted for Moody’s,

S&P or Fitch, as applicable.

“Receivables Facility”

means any of one or more receivables financing facilities, as amended, supplemented, modified, extended, renewed, restated or refunded

from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities

made in connection with such facilities) to the Parent Guarantor and the Restricted Subsidiaries (other than a Receivables Subsidiary)

pursuant to which the Parent Guarantor or any Restricted Subsidiary factors, sells or pledges its accounts receivable or loans secured

by accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn funds such

purchase by purporting to sell or pledge its accounts receivable or such loans to a Person that is not a Restricted Subsidiary or by borrowing

from such a Person or from another Receivables Subsidiary that in turn funds itself by borrowing from such a Person.

“Receivables Fee” means

distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest issued

or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary”

means any Subsidiary formed for the purpose of facilitating or entering into one or more Receivables Facilities, and in each case engages

only in activities reasonably related or incidental thereto.

“Refinance” means, in

respect of any Indebtedness, Disqualified Stock or preferred stock, to refinance, extend, renew, refund, repay, prepay, purchase, redeem,

defease or retire, or to issue other Indebtedness, Disqualified Stock or preferred stock in exchange or replacement for, such Indebtedness,

Disqualified Stock or preferred stock, in whole or in part. “Refinanced” and “Refinancing”

shall have correlative meanings.

“Regular Record Date”

for the interest payable on any Interest Payment Date means the applicable date specified as a “Record Date” on the face of

the Note.

“Regulation S” means

Regulation S promulgated under the Securities Act.

“Regulation S Global Note”

means a Global Note in the form of Exhibit A hereto, bearing the Global Note Legend, the Private Placement Legend and the

Regulation S Global Note Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued

in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

“Regulation S Global Note Legend”

means the legend set forth in Section 2.06(g)(iii) hereof.

“Related Business Assets”

means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Parent

Guarantor or the Restricted Subsidiaries in exchange for assets transferred by the Parent Guarantor or a Restricted Subsidiary shall not

be deemed to be Related Business Assets if they consist of Capital Stock of a Person, unless upon receipt of the Capital Stock of such

Person, such Person would become a Restricted Subsidiary.

“Resideo” means Resideo

Technologies, Inc. and, unless the context otherwise requires, its consolidated Subsidiaries, other than, for all periods following the

Spin-Off, the Parent Guarantor and its Subsidiaries.

“Restricted Certificated Note”

means a Certificated Note bearing, or that is required to bear, the Private Placement Legend.

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“Restricted Global Note”

means a Global Note bearing, or that is required to bear, the Private Placement Legend.

“Restricted Investment”

means an Investment other than a Permitted Investment.

“Restricted Period” means,

in respect of any Note issued pursuant to Regulation S, the 40-day distribution compliance period as defined in Regulation S applicable

to such Note.

“Restricted Subsidiary”

means any Subsidiary of the Parent Guarantor (other than an Unrestricted Subsidiary), including the Issuer. For the avoidance of doubt,

each Domestic Subsidiary and each Foreign Subsidiary of the Parent Guarantor shall be a Restricted Subsidiary unless and until such Domestic

Subsidiary or Foreign Subsidiary, as applicable, is designated as an Unrestricted Subsidiary pursuant to, and in accordance with, the

applicable provisions of this Indenture (it being understood, for the avoidance of doubt, that neither the Parent Guarantor nor the Issuer

may be, or may be designated as, an Unrestricted Subsidiary).

“Rule 144” means Rule

144 promulgated under the Securities Act.

“Rule 144A” means Rule

144A promulgated under the Securities Act.

“S&P” means S&P

Ratings Services, a division of S&P Global Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction”

means any arrangement with any Person providing for the leasing by the Parent Guarantor or any Restricted Subsidiary of any real or tangible

personal property, which property has been or is to be sold or transferred by the Parent Guarantor or such Restricted Subsidiary to such

Person in contemplation of such leasing.

“Screened Affiliate”

means any Affiliate of a Holder or, if the Holder is DTC or DTC’s nominee, of a beneficial owner, (i) that makes investment decisions

independently from such Holder or beneficial owner and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that

has in place customary information screens between it and such Holder or beneficial owner and any other Affiliate of such Holder or beneficial

owner that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Parent Guarantor or its

Subsidiaries, (iii) whose investment policies are not directed by such Holder or beneficial owner or any other Affiliate of such Holder

or beneficial owner that is acting in concert with such Holder in connection with its investment in the Notes and (iv) whose investment

decisions are not influenced by the investment decisions of such Holder or beneficial owner or any other Affiliate of such Holder or beneficial

owner that is acting in concert with such Holders or beneficial owners in connection with its investment in the Notes.

“SEC” means the United

States Securities and Exchange Commission.

“Secured Indebtedness”

means any Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries secured by a Lien.

“Securities Act” means

the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Secured Credit Facilities”

means the credit facilities provided under the Credit Agreement to be entered into on or prior to the Escrow Release Date among the Company,

the guarantors party thereto from time to time, the lenders party thereto from time to time in their capacities as lenders thereunder,

and JPMorgan Chase Bank, N.A., as administrative agent, including any notes, mortgages, guarantees, collateral documents, instruments

and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, replacements, renewals, restatements,

refundings or refinancings thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other

institutional lenders or investors that extend, replace, refund, refinance, renew or defease any part of the loans, notes, other credit

facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the

amount borrowable thereunder or alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder

and whether by the same or any other agent, lender or group of lenders.

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“Senior Indebtedness”

means with respect to any Person:

(1) Indebtedness of such Person, whether

outstanding on the Issue Date or thereafter incurred; and

(2) all other Obligations of such Person

(including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person whether

or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above in the case of both

clauses (1) and (2), to the extent permitted to be incurred under the terms of this Indenture, unless, in the case of clauses (1) and

(2), in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such Indebtedness

or other Obligations are subordinated in right of payment to the Notes or the Guarantee of such Person, as the case may be;

provided that Senior Indebtedness shall not include:

(1) any obligation of such Person to

the Parent Guarantor or any Subsidiary of the Parent Guarantor other than loans of proceeds from Indebtedness constituting Senior Indebtedness

securing Senior Indebtedness;

(2) any liability for Federal, state,

local or other Taxes owed or owing by such Person;

(3) any accounts payable or other liability

to trade creditors arising in the Ordinary Course of Business;

(4) any Capital Stock or Equity Interests;

(5) any Subordinated Indebtedness; or

(6) that portion of any Indebtedness

which at the time of incurrence is incurred in violation of this Indenture.

“Separation Agreement”

means the Separation and Distribution Agreement between Resideo and the Parent Guarantor, to be dated on or prior to the Distribution

Date, as may be amended or supplemented from time to time.

“Short Derivative

Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations

under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases,

and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

“Significant Subsidiary”

means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02(w)(1)(i) or (ii)

of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means

any business, the majority of whose revenues are derived from (a) business or activities conducted by the Parent Guarantor and its Restricted

Subsidiaries on the Distribution Date, (b) any business that is a natural outgrowth or reasonable extension, development or expansion

of any such business or any business similar, reasonably related, incidental, complementary or ancillary to any of the foregoing or (c)

any business that in the Parent Guarantor’s good faith business judgment constitutes a reasonable diversification of businesses

conducted by the Parent Guarantor and its Restricted Subsidiaries.

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“Specified Transaction”

means any transaction in respect of which the terms of this Indenture require any Applicable Metric to be calculated.

“Spin-Off” means the

spin-off of the Parent Guarantor from Resideo, as more fully described in the Offering Memorandum.

“Spin-Off Documents”

means the Separation Agreement, the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Intellectual

Property Matters Agreement, and the documents evidencing Indebtedness in respect of the Distribution Date Payment and the Post-Distribution

Payment, together with any other agreements, instruments or other documents entered into in connection with any of the foregoing, each

as amended from time to time.

“Stated Maturity” means,

with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security

is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase

of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such

contingency has occurred).

“Subordinated Indebtedness”

means:

(1) with respect to the Issuer, any Indebtedness

of such Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) with respect to any Guarantor, any

Indebtedness of such Guarantor which is by its terms subordinated in right of payment to the Guarantee of such Guarantor under this Indenture.

“Subsidiary” means, with

respect to any Person, (the “parent”) at any date, any corporation, limited liability company, partnership,

association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial

statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited liability company,

partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity

or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are,

as of such date, owned, controlled or held (unless parent does not control such entity), or (b) that is, as of such date, otherwise controlled,

by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. For purposes of this

definition, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies,

or the dismissal or appointment of the management, of a Person, whether through the ability to exercise voting power, by contract or otherwise.

“Subsidiary Guarantor”

means any Guarantor that is a Subsidiary of the Parent Guarantor.

“Supply Chain

Financing” means any agreement under which any bank, financial institution or other Person may from time to time provide

any financial accommodation to any of the Parent Guarantor or any Restricted Subsidiary in connection with trade payables of the Parent

Guarantor or any Restricted Subsidiary, in each case issued for the benefit of any such bank, financial institution or such other person

that has acquired such trade payables pursuant to “supply chain” or other similar financing for vendors and suppliers of the

Parent Guarantor or any Restricted Subsidiaries, so long as such Indebtedness represents amounts not in excess of those which the Parent

Guarantor or any of its Restricted Subsidiaries would otherwise have been obligated to pay to its vendor or supplier in respect of the

applicable trade payables.

“Tax” means all present

or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges

imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tax Matters Agreement”

means either or collectively (a) the Tax Matters Agreement between Resideo and the Parent Guarantor to be dated on or prior to the Distribution

Date and (b) the Tax Matters Agreement between Resideo International Inc. and Honeywell, dated October 19, 2018, to be joined by

the Parent Guarantor on or prior to the Distribution Date, in each case as may be amended or supplemented from time to time.

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“Transaction Costs”

means all fees, costs and expenses incurred or payable by the Parent Guarantor or any Subsidiary in connection with the Transactions.

“Transactions” means

the Spin-Off, together with the reorganization transactions in connection therewith, and all other transactions pursuant to, and the performance

of all other obligations under, the Spin-Off Documents, the entry into the Senior Secured Credit Facilities, the consummation of the offering

of the Notes, the Merger, the Assumption and the ADI Preferred Stock Exchange.

“Transition Services Agreement”

means the Transition Services Agreement between Resideo and the Parent Guarantor and/or one or more of its subsidiaries to be dated on

or prior to the Distribution Date, as may be amended or supplemented from time to time.

“Treasury Rate” means,

as of any redemption date, the yield to maturity of United States Treasury securities with a constant maturity (as compiled and published

in the most recent Federal Reserve Statistical Release H.15 that has become publicly available at least two business days prior to the

date of the applicable redemption notice (or, if such Statistical Release is no longer published, any publicly available source of similar

market data)) most nearly equal to the period from the redemption date to July 15, 2029; provided that if the period from the redemption

date to July 15, 2029 is not equal to the constant maturity of the United States Treasury security for which a weekly average yield is

given, the Treasury Rate will be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average

yields of the United States Treasury securities for which such yield are given, except that if the period from the redemption date to

July 15, 2029 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant

maturity of one year will be used.

“Trust Indenture Act”

means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb), as in effect on the Issue Date and, to the extent

required by law, as amended.

“Trust Officer” means

any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters and who shall

have direct responsibility for the administration of this Indenture.

“Trustee” means the party

named as such in this Indenture until a successor or assignee replaces it and, thereafter, means the successor or assignee.

“Uniform Commercial Code”

means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York.

“Unrestricted Certificated Note”

means one or more Certificated Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note”

means a permanent Global Note, substantially in the form of Exhibit A hereto, that bears the Global Note Legend and that has the

“Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered

in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary”

means:

(1) any Subsidiary of the Parent Guarantor

which at the time of determination is an Unrestricted Subsidiary (as designated by the Parent Guarantor, as provided below) and

(2) any Subsidiary of an Unrestricted

Subsidiary.

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From and after the Escrow Release Date, the Parent

Guarantor may designate any Subsidiary of the Parent Guarantor (other than the Parent Guarantor or the Issuer) (including any existing

Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries

owns any Equity Interests of the Parent Guarantor or any Restricted Subsidiary (other than any Subsidiary of the Subsidiary to be so designated);

provided that at the time of such designation either (a) the Subsidiary to be so designated has total consolidated assets of $1,000

or less or (b) if the Subsidiary to be so designated has total consolidated assets in excess of $1,000, such designation complies with

the covenant described under “—Certain Covenants—Limitation on Restricted Payments” provided, further

that no Subsidiary may be designated as an Unrestricted Subsidiary if, at the time of the designation, such Subsidiary owns or licenses

on an exclusive basis any Material Intellectual Property (it being understood that there shall be no restrictions on an Unrestricted Subsidiary

developing Material Intellectual Property). The Parent Guarantor may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;

provided that, immediately after giving effect to such designation no Default shall have occurred and be continuing and either:

(1) (i) the Parent Guarantor could incur

at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under Section 4.07(a) hereof or (ii)

any outstanding Indebtedness of such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary under Section

4.07 hereof and shall be deemed to be incurred thereunder, or

(2) the Fixed Charge Coverage Ratio for

the Parent Guarantor and the Restricted Subsidiaries would be equal to or greater than such ratio for the Parent Guarantor and the Restricted

Subsidiaries immediately prior to such designation,

in each case on a Pro Forma Basis taking into account

such designation.

Any such designation by the Parent Guarantor shall

be notified by the Parent Guarantor to the Trustee by promptly filing with the Trustee a copy of an Officer’s Certificate certifying

that such designation complied with the foregoing provisions.

Notwithstanding anything to

the contrary contained herein, in no event shall any Unrestricted Subsidiary (x) own or exclusively license any Material Intellectual

Property, unless developed by such Unrestricted Subsidiary or (y) own any Equity Interests of any Subsidiary of the Parent Guarantor

that owns any Material Intellectual Property unless developed by such Unrestricted Subsidiary or such Subsidiary after the designation

of the Unrestricted Subsidiary.

“U.S. Dollar Equivalent”

means, with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of

U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase

of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates”

column under the heading “Currency Trading” on the date two Business Days prior to such determination.

Except as otherwise set forth in Section 4.07(c)

hereof, whenever it is necessary to determine whether the Parent Guarantor has complied with any covenant in this Indenture or a Default

has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent

determined as of the date such amount is initially determined in such currency.

“U.S. Government Obligations”

means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including

any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and

which are not callable or redeemable at the issuer’s option.

“Voting Stock” of any

Person as of any date means the Capital Stock of such Person that is normally entitled to vote in the election of the Board of Directors

of such Person.

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“Weighted Average Life to Maturity”

means, when applied to any Indebtedness, Disqualified Stock or preferred stock, as the case may be, at any date, the quotient obtained

by dividing

(1) the sum of the products of the number of years

from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar

payment with respect to such Disqualified Stock or preferred stock multiplied by the amount of such payment, by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary”

of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than

directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

SECTION 1.02. Other Definitions.

Term

Defined in

Section

Acceptable Commitment

4.15(b)(2)

Affiliate Transaction

4.17(a)

Applicable Adjustments

Definition of Consolidated EBITDA

Applicable Premium Deficit

8.04(a)

Asset Sale Offer

4.15(d)

Asset Sale Proceeds Application Period

4.15(b)

Assumption

Recitals

Authenticating Agent

2.02(e)

Authentication Order

2.02(d)

Available Proceeds

4.15(d)

Change of Control Offer

4.11(a)

Change of Control Payment

4.11(a)

Change of Control Payment Date

4.11(a)(2)

Company

Recitals

Covenant Defeasance

8.03

Covenant Suspension Event

4.18(a)

Directing Holder

6.02(a)

disposition

Definition of Asset Sale

DTC

2.03(b)

Escrow Issuer

Recitals

Event of Default

6.01

Excess Proceeds

4.15(c)

Guaranteed Obligations

10.01

Global Note Legend

2.06(g)(ii)

IFRS

Definition of GAAP

incur / incurrence

4.07(a)

Increased Amount

4.10

Initial Default

6.02(g)

Initial Lien

4.10

Investment Grade Status

4.18(a)

LCT Election

1.05(a)

LCT Test Date

1.05(a)

Legal Defeasance

8.02

Merger

Recitals

Non-Guarantor Disposition

4.15(c)

Noteholder Direction

6.02(a)

Notes

Recitals

Note Register

2.03(a)

Paying Agent

2.03(a)

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Term

Defined in

Section

Performance References

Definition of Derivative Instrument

Position Representation

6.02(a)

Redemption Date

2.08(d)

Refinancing Indebtedness

4.07(b)(13)

Refunding Capital Stock

4.09(b)(2)

Registrar

2.03(a)

Regulation S Global Note Legend

2.06(g)(iii)

Retained Asset Sale Proceeds

4.15(d)

Retired Capital Stock

4.09(b)(2)

Reversion Date

4.18(a)

Second Commitment

4.15(b)(2)

Special Mandatory Redemption

3.09(a)

Special Mandatory Redemption Date

3.09(b)

Special Mandatory Redemption Event

3.09(a)

Special Mandatory Redemption Price

3.09(a)

Successor Issuer

5.01(a)(1)(ii)

Successor Parent Guarantor

5.03(a)(1)(ii)

Successor Person

5.02(a)(1)(A)(ii)

Suspended Covenants

4.18(a)

Suspension Date

4.18(a)

Suspension Period

4.18(a)

Verification Covenant

6.02(a)

SECTION 1.03. [Reserved].

SECTION 1.04. Rules of Construction.

(a) Unless the context otherwise requires:

(i) a term has the meaning assigned to

it;

(ii) an accounting term not otherwise

defined herein has the meaning assigned to it in accordance with GAAP;

(iii) “or” is not exclusive;

(iv) words in the singular include the

plural, and in the plural include the singular;

(v) all references in this instrument

to “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and subdivisions of

this instrument as originally executed;

(vi) the words “herein,”

“hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular

Article, Section or other subdivision;

(vii) “including” means “including

without limitation”,

(viii) provisions apply to successive

events and transactions; and

(ix) references to sections of or rules

under the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted

by the SEC from time to time thereunder.

(b) Unless otherwise expressly specified, references

in this Indenture to specific Article numbers or Section numbers refer to Articles and Sections contained in this Indenture and not to

any other document.

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SECTION 1.05. Limited Condition Transactions.

(a) Notwithstanding anything in this Indenture

to the contrary, when calculating any applicable financial ratio or test or determining other compliance with this Indenture or the Notes

(including the determination of compliance with any provision of this Indenture or the Notes which requires that no Default or Event of

Default has occurred, is continuing or would result therefrom) in connection with the consummation of a Limited Condition Transaction,

the date of determination of such ratio or test and determination of whether any Default or Event of Default has occurred, is continuing

or would result therefrom or other applicable covenant shall, at the option of the Parent Guarantor (the Parent Guarantor’s election

to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”, it being acknowledged

and agreed that an LCT Election may be made at any time prior to, or contemporaneously with, or at any time after, the applicable LCT

Test Date), be deemed to be (i) in the case of a Limited Condition Transaction described in clause (i) of the definition thereof, the

date the definitive agreements for such Limited Condition Transaction are entered into, (ii) in the case of a Limited Condition Transaction

described in clause (ii) of the definition thereof, the date of giving of the irrevocable notice of redemption therefor and (iii) in the

case of a Limited Condition Transaction described in clause (iii) of the definition thereof, the date of giving of the irrevocable notice

of the applicable Restricted Payment or Permitted Investment (each such date in the foregoing clauses (i) through (iii), a “LCT

Test Date”) and if, after such financial ratios and tests and other provisions are measured on a Pro Forma Basis after giving

effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence

of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable period being used to calculate

such financial ratio ending prior to the LCT Test Date, the Parent Guarantor could have taken such action on the relevant LCT Test Date

in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that at the

option of the Parent Guarantor, the relevant ratios and baskets may be recalculated at the time of consummation of such Limited Condition

Transaction. For the avoidance of doubt, (x) if any of such financial ratios or tests are exceeded (or, with respect to the Fixed Charge

Coverage Ratio, not reached) as a result of fluctuations in such ratio or test (including due to fluctuations in LTM Consolidated EBITDA

or otherwise) at or prior to the consummation of the relevant Limited Condition Transaction, such financial ratios and tests and other

provisions will not be deemed to have been exceeded (or, with respect to the Fixed Charge Coverage Ratio, not reached) as a result of

such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such financial

ratios and tests and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related

transaction.

(b) For the avoidance of doubt, if the Parent Guarantor

has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any financial ratio

or test or basket availability with respect to any Limited Condition Transaction on or following the relevant LCT Test Date and prior

to the earlier of the date on which such Limited Condition Transaction is consummated or, in the case of a Limited Condition Transaction

described in clause (i) thereof, the date that the definitive agreement for such Limited Condition Transaction is terminated or expires

without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted

under Indenture or the Notes, any such ratio, test or basket shall be required to comply with any such ratio, test or basket on a Pro

Forma Basis assuming such Limited Condition Transaction and the other transactions in connection therewith (including any incurrence of

Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Transaction has

actually closed or the definitive agreement with respect thereto has been terminated or expires.

SECTION 1.06. Certain Compliance Calculations.

(a) Notwithstanding anything to the contrary in

this Indenture, in the event an item of Indebtedness, Disqualified Stock or preferred stock (or any portion thereof) is incurred, assumed

or issued, any Lien is incurred or assumed, any Restricted Payment, Permitted Investment or Asset Sale is made or other transaction is

undertaken (including a Limited Condition Transaction) in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated

Secured Leverage Ratio or Consolidated Total Leverage Ratio or other ratio-based test, such ratio(s) shall be calculated with respect

to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other non-ratio-based basket

substantially concurrently with or otherwise in connection with such transaction. Each item of Indebtedness, Disqualified Stock or Preferred

Stock that is incurred, assumed or issued, each Lien incurred or assumed, any Restricted Payment, Permitted Investment or Asset Sale is

made or other transaction is undertaken (including a Limited Condition Transaction) and each other transaction undertaken will be deemed

to have been incurred, assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio,

Consolidated Secured Leverage Ratio or Consolidated Total Leverage Ratio test or other ratio-based test. For the avoidance of doubt, when

testing the availability under a ratio basket for purposes of making a Restricted Payment, Permitted Investment or an Asset Sale, Indebtedness

(or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a

non-ratio basket shall not be given effect.

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(b) Except as provided in Section 4.07(c)(1) with

respect to Indebtedness outstanding under the Senior Secured Credit Facilities incurred on the Escrow Release Date, if a proposed action,

matter, transaction or amount (or a portion thereof) meets the criteria of more than one applicable basket, permission or threshold under

this Indenture, the Parent Guarantor shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing

on the date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission

or thresholds as it shall elect from time to time.

Coverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio, as applicable, in connection with the

incurrence of any Indebtedness pursuant to the Section 4.07(a) or (b) hereof or the creation or incurrence of any Lien pursuant to the

definition of “Permitted Liens,” the Parent Guarantor may elect, at its option, to treat all or any portion of the committed

amount of any Indebtedness (and the issuance and creation of letters of credit and bankers’ acceptances thereunder) which is to

be incurred (or any commitment in respect thereof) or secured by such Lien, as the case may be, as being incurred as of such election

date, and, if such Fixed Charge Coverage Ratio, Consolidated Secured Leverage Ratio or Consolidated Total Leverage Ratio, as applicable,

is satisfied with respect thereto on such election date, any subsequent borrowing or reborrowing thereunder (and the issuance and creation

of letters of credit and bankers’ acceptances thereunder) will be deemed to be permitted under Section 4.07 hereof or the definition

of “Permitted Liens,” as applicable, whether or not the Fixed Charge Coverage Ratio, the Consolidated Secured Leverage Ratio

or the Consolidated Total Leverage Ratio, as applicable, at the actual time of any subsequent borrowing or reborrowing (or issuance or

creation of letters of credit or bankers’ acceptances thereunder) is met.

(d) Any Applicable Metric required to be satisfied

in order for a specific action to be permitted under this Indenture shall be calculated by dividing the appropriate component by the other

component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result

up or down to the nearest number (with a rounding up if there is no nearest number).

(e) If the Parent Guarantor or any Restricted Subsidiary

takes an action which at the time of the taking of such action would in the good faith determination of the Parent Guarantor be permitted

under this Indenture based on the financial statements available at such time, such action shall be deemed to have been made in compliance

with this Indenture notwithstanding any subsequent adjustments, modifications or restatements made in good faith to such financial statements

affecting Consolidated Net Income, Fixed Charges, Consolidated Interest Expense, Consolidated EBITDA, LTM Consolidated EBITDA or other

Applicable Metric.

(f) Notwithstanding anything to the contrary herein,

financial ratios and metrics (including, without limitation, Consolidated EBITDA, LTM Consolidated EBITDA, Consolidated Net Income, Fixed

Charges, Consolidated Secured Leverage Ratio, Consolidated Total Leverage Ratio, Fixed Charge Coverage Ratio and Consolidated Interest

Expense), other than Section 4.09(a)(C)(i), contained in this Indenture that are calculated with respect to any period during which any

Specified Transaction occurs shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis. Further,

if since the beginning of any such period and on or prior to the date of any required calculation of any Applicable Metric (i) a Specified

Transaction shall have occurred or (ii) any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with

or into the Parent Guarantor or any of its Subsidiaries since the beginning of such period shall have consummated any Specified Transaction,

then, in each case, any Applicable Metric shall be calculated on a Pro Forma Basis for such period as if such Specified Transaction had

occurred at the beginning of the applicable period.

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SECTION 1.07. The Transactions.

Notwithstanding anything to

the contrary set forth in this Indenture, no provision of this Indenture shall prevent the consummation of any of the Transactions, nor

shall the Transactions give rise to any Default or constitute the utilization of any basket in the covenants under this Indenture or the

Notes except for the issuance of the Notes and the borrowings pursuant to the Senior Secured Credit Facilities.

ARTICLE 2

THE NOTES

SECTION 2.01. Form and Dating.

(a) General. The Authenticating Agent shall

initially authenticate the Notes for original issue on the Issue Date in an aggregate principal amount of $400,000,000, upon a written

order of the Issuer (other than as provided in Section 2.07 hereof). The Notes and the Authenticating Agent’s certificate of

authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements

required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication and shall bear interest from the

date of original issuance thereof or from the most recent date to which interest has been paid or duly provided for. The Notes shall be

issued initially in minimum denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000.

(b) Global Notes. Notes issued in global

form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule

of Exchanges of Interests in the Global Note” attached thereto). Notes issued in certificated form shall be substantially in the

form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests

in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the

“Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up

to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes

represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement

of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented

thereby shall be made by the Registrar or the Custodian in accordance with instructions given by the Holder thereof as required by Section

2.06 hereof.

Note. Notes offered and sold in reliance on (i) Regulation S shall be issued initially in the form of the Regulation S Global

Note and (ii) Rule 144A shall be issued initially in the form of the 144A Global Note; each such Global Note shall be deposited on behalf

of the purchasers of the Notes represented thereby with the Custodian and registered in the name of the Depositary, duly executed by the

Issuer and authenticated by the Authenticating Agent as hereinafter provided.

The aggregate principal amount of a Regulation

S Global Note or 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar

and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

SECTION 2.02. Execution and Authentication.

(a) One Officer shall sign the Notes for the Issuer

by manual or electronic signature.

(b) If an Officer whose signature is on a Note

no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

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by the manual or electronic signature of the Trustee or the Authenticating Agent. The signature shall be conclusive evidence that the

Note has been authenticated under this Indenture.

(d) The Trustee or the Authenticating Agent shall,

upon a written order of the Issuer signed by one Officer (an “Authentication Order”), authenticate Notes.

(e) The Trustee may appoint an authenticating agent

(the “Authenticating Agent”) acceptable to the Issuer to authenticate Notes. Unless otherwise provided in the

appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication

by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or

an Affiliate of the Issuer or any of their respective Subsidiaries. The Trustee hereby appoints U.S. Bank Trust Company, National Association

as Authenticating Agent and U.S. Bank Trust Company, National Association hereby accepts such appointment.

(f) In case any of the Issuer or any Guarantor,

pursuant to Article 5 or Section 10.05, as applicable, shall be consolidated or merged with or into any other Person or shall convey,

transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person

resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the

Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental

hereto with the Trustee pursuant to Article 5, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance,

transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged

for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect

such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount;

and the Trustee, upon the Authentication Order of the successor Person, shall authenticate and make available for delivery Notes as specified

in such order for the purpose of such exchange.

SECTION 2.03. Registrar and Paying Agent.

(a) The Issuer shall maintain an office or agency

where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency

where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes

(“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one

or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes

any additional paying agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer shall notify

the Trustee in writing of the name and address of any Agent not a party to this Indenture. The Issuer or any of its Subsidiaries may act

as Paying Agent or Registrar.

(b) The Issuer initially appoints The Depository

Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes, and the Trustee hereby initially agrees

so to act. The Registrar and Paying Agent have engaged, currently are engaged, and may in the future engage in financial or other transactions

with the Issuer and the other Guarantors and their and our affiliates in the ordinary course of their respective businesses.

SECTION 2.04. Paying Agent to Hold Money.

The Issuer shall require each Paying Agent other

than the Trustee (which by its execution of this Indenture hereby agrees) to agree in writing that the Paying Agent shall hold for the

benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on

the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the

Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay

all money held by it to the Trustee.

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Upon payment over to the Trustee, the Paying Agent

(if other than the Parent Guarnator or a Subsidiary) shall have no further liability for the money. If the Parent Guarantor or a Subsidiary

acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying

Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05. Holder Lists.

The Trustee shall preserve, or shall cause the

Registrar to preserve, in as current a form as is reasonably practicable the most recent list available to it of the names and addresses

of all Holders. If the Paying Agent is not the same entity as the Registrar, the Issuer shall furnish or cause the Registrar to furnish,

to the Paying Agent, at least seven Business Days before each Interest Payment Date and at such other times as the Paying Agent may request

in writing, a list in such form and as of such date or such shorter time as the Registrar may allow, as the Paying Agent may reasonably

require of the names and addresses of the Holders.

SECTION 2.06. Transfer and Exchange.

(a) Transfer and Exchange of Global Notes.

Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee

of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be

exchanged for a Certificated Note of the same series unless (A) the Depositary (x) notifies the Issuer that it is unwilling or unable

to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and, in either

case, a successor Depositary is not appointed by the Issuer within 120 days or (B) upon the request of a Holder if there shall have occurred

and be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (A) above,

Certificated Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in

the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures).

Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated

and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or

Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated

Notes issued subsequent to any of the preceding events in (A) or (B) above and pursuant to Section 2.06(c) hereof. A Global Note may not

be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in

a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

(b) Transfer and Exchange of Beneficial Interests

in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary

in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes

shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers

of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as

well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests

in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof

in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the

Private Placement Legend; provided that prior to the expiration of the applicable Restricted Period, transfers of beneficial interests

in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person other than pursuant to

Rule 144A; provided that such interest is then transferred to the 144A Global Note. Beneficial interests in any Unrestricted Global

Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written

orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

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(ii) All Other Transfers and Exchanges

of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject

to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order

from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary

to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred

or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant

or Indirect Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant

given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Certificated Note

of the same series in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary

to the Registrar containing information regarding the Person in whose name such Certificated Note shall be registered to effect the transfer

or exchange referred to in (1) above; provided that in no event shall Certificated Notes be issued upon the transfer or exchange

of beneficial interests in a Regulation S Global Note prior to the expiration of the applicable Restricted Period therefor. Upon satisfaction

of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes

or otherwise applicable under the Securities Act, the Registrar shall adjust the principal amount of the relevant Global Note(s) pursuant

to Section 2.06(h) hereof.

(iii) Transfer of Beneficial Interests

to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery

thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section

2.06(b)(ii) hereof and the Registrar receives the following:

(1) if the transferee will take delivery

in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B

hereto, including the certifications in item (1) thereof; or

(2) if the transferee will take delivery

in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit

B hereto, including the certifications in item (2) thereof.

(iv) Transfer and Exchange of Beneficial

Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted

Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person

who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with

the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(1) if the holder of such beneficial

interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global

Note of the same series, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications

in item (1)(a) thereof; or

(2) if the holder of such beneficial

interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the

form of a beneficial interest in an Unrestricted Global Note of the same series, a certificate from such holder in the form of Exhibit

B hereto, including the certifications in item (4) thereof;

and, in each such case, if the Registrar so requests or if

the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange

or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement

Legend are no longer required in order to maintain compliance with the Securities Act.

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If any such transfer is effected pursuant to this

Section 2.06(b)(iv) at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an

Authentication Order in accordance with Section 2.02 hereof, the Authenticating Agent shall authenticate one or more Unrestricted Global

Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to this Section

2.06(b)(iv).

Beneficial interests in an Unrestricted Global

Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted

Global Note.

for Certificated Notes.

(i) Beneficial Interests in Restricted Global

Notes to Restricted Certificated Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such

beneficial interest for a Restricted Certificated Note or to transfer such beneficial interest to a Person who takes delivery thereof

in the form of a Restricted Certificated Note, then, upon the occurrence of any of the events in subsection (A) or (B) of Section 2.06(a)

hereof and receipt by the Registrar of the following documentation:

(1) if the holder of such beneficial interest

in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Certificated Note, a certificate from such

holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(2) if such beneficial interest is being

transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications

in item (1) thereof;

(3) if such beneficial interest is being

transferred to a Person that is not a U.S. Person (as defined in Rule 902 under the Securities Act) in an offshore transaction in accordance

with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2)

thereof;

(4) if such beneficial interest is being

transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate

substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; or

(5) if such beneficial interest is being

transferred to the Issuer or any of its Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the

certifications in item (3)(b) thereof.

Upon satisfaction of the conditions of this Section

2.06(c)(i), the Registrar shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant

to Section 2.06(h) hereof, and the Issuer shall execute and the Authenticating Agent shall authenticate and mail to the Person designated

in the instructions a Certificated Note in the applicable principal amount. Any Certificated Note issued in exchange for a beneficial

interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall be registered in such name or names and in such authorized

denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary

and the Participant or Indirect Participant. The Registrar shall mail such Certificated Notes to the Persons in whose names such Notes

are so registered. Any Certificated Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section

2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Regulation S Global

Note to Certificated Notes. Notwithstanding Sections 2.06(c)(i)(1) and (3) hereof, a beneficial interest in the Regulation S Global

Note may not be exchanged for a Certificated Note or transferred to a Person who takes delivery thereof in the form of a Certificated

Note prior to the expiration of the applicable Restricted Period therefor, except in the case of a transfer pursuant to an exemption from

the registration requirements of the Securities Act other than Rule 903 or Rule 904.

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(iii) Beneficial Interests in Restricted Global

Notes to Unrestricted Certificated Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial

interest for an Unrestricted Certificated Note or may transfer such beneficial interest to a Person who takes delivery thereof in the

form of an Unrestricted Certificated Note only upon the occurrence of any of the events in subsection (A) of Section 2.06(a) hereof and

if the Registrar receives the following:

(1) if the holder of such beneficial

interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Certificated Note, a certificate

from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2) if the holder of such beneficial

interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the

form of an Unrestricted Certificated Note, a certificate from such holder substantially in the form of Exhibit B hereto, including

the certifications in item (4) thereof;

and, in each such case, if the Registrar so requests or if the Applicable

Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer

is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are

no longer required in order to maintain compliance with the Securities Act.

(iv) Beneficial Interests in Unrestricted Global

Notes to Unrestricted Certificated Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange

such beneficial interest for a Certificated Note or to transfer such beneficial interest to a Person who takes delivery thereof in the

form of a Certificated Note, then, upon the occurrence of any of the events in subsection (A) of Section 2.06(a) hereof and satisfaction

of the conditions set forth in Section 2.06(b)(ii) hereof, the Registrar shall cause the aggregate principal amount of the applicable

Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Authenticating Agent shall

authenticate and mail to the Person designated in the instructions a Certificated Note in the applicable principal amount. Any Certificated

Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in

such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions

from or through the Depositary and the Participant or Indirect Participant. The Registrar shall mail such Certificated Notes to the Persons

in whose names such Notes are so registered. Any Certificated Note issued in exchange for a beneficial interest pursuant to this Section

2.06(c)(iv) shall not bear the Private Placement Legend.

(d) Transfer and Exchange of Certificated Notes

for Beneficial Interests.

(i) Restricted Certificated Notes to Beneficial

Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial

interest in a Restricted Global Note or to transfer such Restricted Certificated Note to a Person who takes delivery thereof in the form

of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(1) if the Holder of such Restricted Certificated

Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially

in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(2) if such Restricted Certificated Note

is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including

the certifications in item (1) thereof;

(3) if such Restricted Certificated Note

is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially

in the form of Exhibit B hereto, including the certifications in item (2) thereof;

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(4) if such Restricted Certificated Note

is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a

certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; or

(5) if such Restricted Certificated Note

is being transferred to the Issuer or any of its Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including

the certifications in item (3)(b) thereof.

Upon satisfaction of the conditions of this Section

2.06(d)(i) the Registrar shall cancel the Restricted Certificated Note and increase or cause to be increased the aggregate principal amount

of, in the case of clause (1), (4), or (5) above, the applicable Restricted Global Note, in the case of clause (2) above, the applicable

144A Global Note, and in the case of clause (3) above, the applicable Regulation S Global Note.

(ii) Restricted Certificated Notes to Beneficial

Interests in Unrestricted Global Notes. A Holder of a Restricted Certificated Note may exchange such Note for a beneficial interest

in an Unrestricted Global Note or transfer such Restricted Certificated Note to a Person who takes delivery thereof in the form of a beneficial

interest in an Unrestricted Global Note only if the Registrar receives the following:

(1) if the Holder of such Certificated

Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially

in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2) if the Holder of such Certificated

Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted

Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item

(4) thereof;

and, in each such case, if the Registrar so requests or if the Applicable

Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer

is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are

no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of this Section

2.06(d)(ii), the Registrar shall cancel the Restricted Certificated Note and increase or cause to be increased the aggregate principal

amount of the Unrestricted Global Note.

(iii) Unrestricted Certificated Notes to Beneficial

Interests in Unrestricted Global Notes. A Holder of an Unrestricted Certificated Note may exchange such Note for a beneficial interest

in an Unrestricted Global Note or transfer such Certificated Notes to a Person who takes delivery thereof in the form of a beneficial

interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Registrar shall cancel

the applicable Unrestricted Certificated Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted

Global Notes.

If any such exchange or transfer from a Certificated

Note to a beneficial interest is effected pursuant to subparagraph (ii) or (iii) above at a time when an Unrestricted Global Note has

not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Authenticating

Agent shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Certificated

Notes so transferred.

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(e) Transfer and Exchange of Certificated Notes

for Certificated Notes. Upon request by a Holder of Certificated Notes and such Holder’s compliance with the provisions of this

Section 2.06(e), the Registrar shall register the transfer or exchange of Certificated Notes. Prior to such registration of transfer or

exchange, the requesting Holder shall present or surrender to the Registrar the Certificated Notes duly endorsed or accompanied by a written

instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing.

In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant

to the following provisions of this Section 2.06(e):

(i) Restricted Certificated Notes

to Restricted Certificated Notes. Any Restricted Certificated Note may be transferred to and registered in the name of Persons who

take delivery thereof in the form of a Restricted Certificated Note if the Registrar receives the following:

(1) if the transfer will be made pursuant

to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto,

including the certifications in item (1) thereof;

(2) if the transfer will be made pursuant

to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications

in item (2) thereof; or

(3) if the transfer will be made pursuant

to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the

form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(ii) Restricted Certificated Notes

to Unrestricted Certificated Notes. Any Restricted Certificated Note may be exchanged by the Holder thereof for an Unrestricted Certificated

Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Certificated Note if the Registrar

receives the following:

(1) if the Holder of such Restricted

Certificated Notes proposes to exchange such Notes for an Unrestricted Certificated Note, a certificate from such Holder substantially

in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2) if the Holder of such Restricted

Certificated Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Certificated

Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case, if the Registrar so requests, an

Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the

Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order

to maintain compliance with the Securities Act.

(iii) Unrestricted Certificated Notes

to Unrestricted Certificated Notes. A Holder of Unrestricted Certificated Notes may transfer such Notes to a Person who takes delivery

thereof in the form of an Unrestricted Certificated Note. Upon receipt of a request to register such a transfer, the Registrar shall register

the Unrestricted Certificated Notes pursuant to the instructions from the Holder thereof.

(f) [Reserved].

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(g) Legends. The following legends shall

appear on the face of all Global Notes and Certificated Notes issued under this Indenture unless specifically stated otherwise in the

applicable provisions of this Indenture:

(i) Private Placement Legend.

(1) Except as permitted by subparagraph

(2) below, each Global Note and each Certificated Note (and all Notes issued in exchange therefor or substitution thereof) shall bear

a legend in substantially the following form (the “Private Placement Legend”):

“THE NOTES HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY

INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE

OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION

HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES

ACT (“RULE 144A”)) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH

REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), (2) AGREES TO OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTE

PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD THEN IMPOSED BY RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION) ONLY (A)

FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL

BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER

IS BEING MADE IN RELIANCE ON RULE 144A, (B) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE

TRANSACTION PURSUANT TO REGULATION S MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (C) PURSUANT TO ANOTHER

AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT INCLUDING THE EXEMPTION PROVIDED BY RULE 144 THEREUNDER,

(D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) TO THE ISSUER OR ANY SUBSIDIARY

THEREOF, SUBJECT TO THE ISSUER’S OR THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) TO

REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.”

(2) Notwithstanding the foregoing, any

Global Note or Certificated Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of

this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. In

addition, the Issuer may remove the Private Placement Legend from any Note if it determines that such legend is no longer required to

comply with the securities laws of the United States.

(ii) Global Note Legend. Each Global Note

shall bear a legend in substantially the following form (with appropriate changes in the last sentence if DTC is not the Depositary) (the

“Global Note Legend”):

“THIS GLOBAL NOTE IS HELD BY THE

DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF,

AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED

PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a)

OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE REGISTRAR FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE

AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL

IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY

TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY

OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR

PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE

OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER

HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

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(iii) Regulation S Global Note Legend. The

Regulation S Global Note shall bear a legend in substantially the following form (the “Regulation S Global Note Legend”):

“BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS

THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE

TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.”

(h) Cancellation and/or Adjustment of Global

Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Certificated Notes or a particular

Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained

and cancelled by the Registrar in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest

in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another

Global Note or for Certificated Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and

an endorsement shall be made on such Global Note by the Registrar or by the Depositary at the direction of the Registrar to reflect such

reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form

of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made

on such Global Note by the Registrar or by the Depositary at the direction of the Registrar to reflect such increase.

(i) Obligations with Respect to Transfers and

Exchanges of Notes.

(i) To permit registrations of transfers

and exchanges, the Issuer shall execute and the Authenticating Agent shall authenticate Certificated Notes and Global Notes at the Registrar’s

request.

(ii) No service charge shall be made

to Holders of a beneficial interest in a Global Note or to a Holder of a Certificated Note for any registration of transfer or exchange,

but the Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable

in connection therewith.

(iii) The Registrar shall not be required

to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except

the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 days before the mailing of a

notice of an offer to repurchase or redeem Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or

other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be.

(iv) Prior to the due presentation for

registration of transfer of any Note, the Issuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose

name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such

Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, the Trustee, the Paying Agent

or the Registrar shall be affected by notice to the contrary.

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(v) All Notes issued upon any transfer

or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this

Indenture as the Notes surrendered upon such transfer or exchange.

(j) No Obligation of the Trustee, Registrar

and Paying Agent.

(i) The Trustee, Registrar and Paying

Agent shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary

or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof,

with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other

Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect

to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall

be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global

Note). The rights of beneficial owners in any Global Note in global form shall be exercised only through the Depositary subject to the

applicable rules and procedures of the Depositary. The Trustee, Registrar and Paying Agent may rely and shall be fully protected in relying

upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

(ii) The Trustee, Registrar and Paying

Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under

this Indenture or under applicable law with respect to any transfer of any interest in any Note (including without limitation any transfers

between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates

and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture,

and to examine the same to determine substantial compliance as to form with the express requirements hereof.

SECTION 2.07. Replacement Notes.

If any mutilated Note is surrendered to the Registrar

or the Issuer and the Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer shall

issue and the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Registrar’s

requirements are met. If required by the Registrar or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient

in the judgment of the Registrar and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss

that any of them may suffer if a Note is replaced. The Issuer may charge for its expenses in replacing a Note.

In case any such mutilated, destroyed, lost or

stolen Note had become or is about to become due and payable, the Issuer, in its discretion, may, instead of issuing a new Note, pay such

Note, upon satisfaction of the conditions set forth in the preceding paragraph.

Every replacement Note is an additional obligation

of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued

hereunder.

The provisions of this Section 2.07 are exclusive

and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated,

destroyed, lost or stolen Note.

SECTION 2.08. Outstanding Notes.

(a) The Notes outstanding at any time are all the

Notes authenticated by the Authenticating Agent except for those cancelled by it, those delivered to it for cancellation, those reductions

in the interest in a Global Note effected by the Registrar in accordance with the provisions hereof, and those described in this Section

2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note; however,

Notes held by the Issuer or a Subsidiary of the Issuer shall not be deemed to be outstanding for purposes of Section 2.09 hereof.

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(b) If a Note is replaced pursuant to Section 2.07

hereof, it ceases to be outstanding unless the Registrar receives proof satisfactory to it that the replaced Note is held by a bona fide

purchaser.

paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

(d) If the Paying Agent (other than the Issuer

or a Subsidiary thereof) holds, in accordance with this Indenture, on a date of redemption (a “Redemption Date”)

or maturity date, money sufficient to pay all principal, premium, if any, and interest payable on that date with respect to the Notes

payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.09. Treasury Notes.

In determining whether the Holders of the required

principal amount of Notes have concurred in any direction, amendment, supplement, waiver or consent, Notes owned by the Issuer or a Subsidiary

of the Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be

protected in relying on any such direction, amendment, supplement, waiver or consent, only Notes in respect of which the Trustee has received

written notification of such ownership shall be so disregarded.

SECTION 2.10. Temporary Notes.

Until certificates representing Notes are ready

for delivery, the Issuer may prepare and the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate temporary

Notes. Temporary Notes shall be substantially in the form of Certificated Notes but may have variations that the Issuer considers appropriate

for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the

Authenticating Agent shall authenticate Certificated Notes in exchange for temporary Notes.

Holders of temporary Notes shall be entitled to

all of the benefits of this Indenture.

SECTION 2.11. Cancellation.

The Issuer at any time may deliver Notes to the

Registrar for cancellation. The Trustee and Paying Agent shall forward to the Registrar any Notes surrendered to them for registration

of transfer, exchange or payment. The Registrar, upon written direction by the Issuer and no one else shall cancel all Notes surrendered

for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such cancelled Notes in accordance with

its customary procedures. Certification of the destruction of all cancelled Notes shall be delivered to the Issuer from time to time upon

written request. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Registrar for

cancellation.

SECTION 2.12. Defaulted Interest.

If the Issuer defaults in a payment of interest

on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest,

in each case at the rate provided in the Notes. The Issuer may pay the defaulted interest to the Persons who are Holders on a subsequent

special record date. The Issuer shall notify the Trustee and Paying Agent in writing of the amount of defaulted interest proposed to be

paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Paying Agent an amount

of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory

to the Trustee and Paying Agent for such deposit prior to the date of the proposed payment, such money when deposited to be held for the

benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed

any such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the

related payment date for such defaulted interest. The Trustee shall promptly notify the Issuer of any such special record date. At least

15 days before any such special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the

expense of the Issuer) shall mail or cause to be mailed, first-class postage prepaid, to each Holder, with a copy to the Trustee, a notice

at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount

of such interest to be paid.

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Subject to the foregoing provisions of this Section

2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu

of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

SECTION 2.13. CUSIP or ISIN Numbers.

The Issuer in issuing the Notes may use “CUSIP”

or “ISIN” numbers (if then generally in use), and, if so, the Trustee and Registrar, as applicable, shall use “CUSIP”

or “ISIN” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice

may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice

of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption

shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee and Registrar of any change

in the “CUSIP” or “ISIN” numbers.

SECTION 2.14. Additional Notes.

Subject to compliance with Sections 4.07, the Issuer

shall be entitled to issue Additional Notes under this Indenture in an unlimited aggregate principal amount, each of which shall have

identical terms as the Initial Notes, respectively, other than with respect to the date of issuance and issue price and first payment

of interest (and, if such Additional Notes shall be issued in the form of Restricted Global Notes or Restricted Certificated Notes, other

than with respect to transfer restrictions with respect thereto). The Initial Notes and any Additional Notes subsequently issued under

this Indenture shall be treated as a single class, in each case for all purposes under this Indenture, including without limitation, waivers,

amendments, redemptions and offers to purchase; provided, however, that Additional Notes will be issued under a separate CUSIP

and ISIN unless the Additional Notes are treated as fungible for U.S. federal income tax purposes.

With respect to any Additional Notes, the Issuer

shall set forth in a resolution of its board of directors and an Officer’s Certificate, a copy of each which shall be delivered

to the Trustee and the Agent, the following information:

(a) the aggregate principal amount of such Additional

Notes to be authenticated and delivered pursuant to this Indenture; and

(b) the issue price, the issue date and the CUSIP

number(s) of such Additional Notes.

ARTICLE 3

REDEMPTION AND PREPAYMENT

SECTION 3.01. Notices to Trustee.

If the Issuer elects to redeem any Notes pursuant

to the optional redemption provisions of Section 3.07, it shall furnish to the Trustee and the applicable Agent an Officer’s

Certificate setting forth (i) the Redemption Date, (ii) the principal amount of the Notes to be redeemed, and (iii) the redemption

price. The Issuer shall furnish such Officer’s Certificate to the Trustee and the applicable Agent at least three Business days

before the date of publication of the Redemption Notice to the Holders . Any such notice may be cancelled at any time prior to notice

of such redemption being mailed to any Holder and shall, therefore, be void and of no effect.

SECTION 3.02. Selection of Notes to Be Redeemed.

If less than all of the Notes are to be redeemed

or repurchased at any time, the Paying Agent or Registrar will select the Notes for redemption, in accordance with the applicable procedures

of the Depositary or, in the case the Notes are not then cleared by the Depositary, by lot or such other method that the Trustee deems

fair and appropriate, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption;

provided, however, that no Note of $2,000 in aggregate principal amount or less shall be redeemed in part and only Notes in integral multiples

of $1,000 shall be redeemed. The Trustee, the Paying Agent and the Registrar shall not be liable for selections made under this Section

3.02.

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The Trustee or the Registrar will promptly notify

the Issuer of, in the case of any Notes selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased.

Notes and portions of Notes selected will be in minimum amounts of $2,000 and integral multiples of $1,000 in excess thereof, except that

if all the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not

a multiple of $1,000 (in excess of $2,000) shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of

this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

SECTION 3.03. Notice of Redemption.

At least 10 days but not more than 60 days

before a Redemption Date, the Issuer shall electronically deliver, mail or cause to be electronically delivered or mailed, by first class

mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address or otherwise in accordance with the

procedures of the Depositary except that (i) a notice of redemption may be mailed or sent more than 60 days prior to a Redemption Date

if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture and (ii) notice

of Special Mandatory Redemption shall be mailed or sent as set forth in Section 3.09.

The notice shall identify the Notes to be redeemed

(including the CUSIP or ISIN number) and shall state:

(a) the Redemption Date;

(b) the redemption price;

(d) (if the Notes are in certificated form) if

any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date

upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation

of the original Note;

(e) the name and address of the Paying Agent;

(f) (if the Notes are in certificated form) that

Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(g) that, unless the Issuer defaults in making

such redemption payment and subject to satisfaction of any conditions specified therein, interest on Notes called for redemption ceases

to accrue on and after the Redemption Date;

(h) the Section of this Indenture pursuant to which

the Notes called for redemption are being redeemed; and

(i) that no representation is made as to the correctness

or accuracy of the CUSIP and ISIN numbers, if any, listed in such notice or printed on the Notes.

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At the Issuer’s request, the Registrar shall

give the notice of redemption in the Issuer’s name and at its expense, provided, however, that the Issuer gives the

Registrar at least three Business Days (or such shorter period reasonably agreed to by the Registrar) prior notice of such request and

provision of the notice information.

Any redemption may, at the Issuer’s discretion,

be subject to one or more conditions precedent, which shall be set forth in the related notice of redemption, including, but not limited

to, completion of an acquisition, an Equity Offering, other offering or financing or other transaction or event. In addition, if such

redemption is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable,

shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time (provided, however,

that any redemption date shall not be more than 60 days after the date of the notice of redemption) as any or all such conditions shall

be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not

have been satisfied by the Redemption Date, or by the Redemption Date as so delayed.

If any such condition precedent has not been satisfied

or waived, the Issuer shall provide written notice to the Trustee prior to the close of business two Business Days prior to the Redemption

Date. Upon receipt of such notice, the notice of redemption shall be rescinded or delayed, and the redemption of the notes shall be rescinded

or delayed as provided in such notice (and, for the avoidance of doubt, non-payment of the Redemption Price following such redemption

notice being rescinded will not constitute an Event of Default). The Issuer shall provide such notice to each Holder of the notes in the

same manner in which the notice of redemption was given.

The Issuer and its Affiliates may acquire the Notes

by means other than a redemption pursuant to this Article 3, whether by tender offer, open market purchases, negotiated transactions or

otherwise.

SECTION 3.04. Effect of Notice Upon Redemption.

Once notice of redemption is mailed in accordance

with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption

price stated in the notice except that any redemption and notice thereof may, in the Issuer’s discretion, be subject to the satisfaction

of one or more conditions precedent. Subject to the foregoing, upon surrender to the Paying Agent, such Notes shall be paid at the redemption

price stated in the notice, plus accrued interest to the Redemption Date (subject to the right of Holders of record on the relevant Regular

Record Date to receive interest due on the related Interest Payment Date). Failure to give notice or any defect in the notice to any Holder

shall not affect the validity of the notice to any other Holder.

SECTION 3.05. Deposit of Redemption Price.

On or before 10:00 a.m. Eastern Time on any

Redemption Date, the Issuer shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid

interest on all Notes (or portions of Notes) to be redeemed on that date.

If the Issuer complies with the provisions of the

preceding paragraph, on and after the Redemption Date, interest shall cease to accrue on the Notes or the portions of Notes called for

redemption, whether or not such Notes are presented for payment. If a Note is redeemed on or after a Regular Record Date but on or prior

to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered

at the close of business on such Regular Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption

because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the Redemption

Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate

provided in the Notes and in Section 4.01 hereof.

SECTION 3.06. Notes Redeemed in Part.

In the case of Certificated Notes, any Note which

is to be redeemed only in part (pursuant to the provisions of this Article) shall be surrendered at an office or agency of the Issuer

maintained for such purpose pursuant to Section 4.02 (with, if the Issuer or the Registrar so require, due endorsement by, or a written

instrument of transfer in form satisfactory to the Issuer duly executed by, the Holder thereof or such Holder’s attorney duly authorized

in writing), and the Issuer shall execute, and the Authenticating Agent shall authenticate and deliver to the Holder of such Note without

service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to

and in exchange for the unredeemed portion of the principal of the Note so surrendered.

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SECTION 3.07. Optional Redemption .

(a) At any time prior to July 15, 2029, the Issuer

may redeem the Notes, in whole or in part, at its option, upon notice as set forth in Section 3.03, at a redemption price equal to 100%

of the principal amount of the Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but

excluding, the Redemption Date, subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest

due on the relevant Interest Payment Date.

(b) On and after July 15, 2029, the Issuer may

redeem the Notes, in whole or in part, at its option, upon notice as set forth in Section 3.03, at the redemption prices (expressed as

percentages of principal amount of Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding,

the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest

due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on July 15 of each of the years indicated

below:

Year

Percentage

2029

103.563 %

2030

101.781 %

2031 and thereafter

100.000 %

may, at its option, upon notice as set forth in Section 3.03, on one or more occasions redeem up to 40% of the aggregate principal amount

of Notes issued under this Indenture at a redemption price equal to 107.125% of the aggregate principal amount thereof, plus accrued and

unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes

on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or

more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least

50% of the sum of the aggregate principal amount of Notes originally issued under this Indenture (including any Additional Notes issued

under this Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided,

further, that each such redemption occurs within 180 days of the date of closing of each such Equity Offering.

(d) In connection with any tender offer, Change

of Control Offer, Asset Sale Offer, exchange offer or other offer for the Notes, if Holders of not less than 90% in aggregate principal

amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Issuer, or any third party

making such offer in lieu of the Issuer, purchases all of the Notes validly tendered or exchanged and not validly withdrawn by such Holders,

the Issuer or such third party will have the right, upon not less than 10 days nor more than 60 days’ prior notice as set forth

in Section 3.03, provided that such notice is given not more than 60 days following such purchase or exchange date, to redeem all

Notes that remain outstanding following such purchase pursuant to such tender or exchange offer (or other offer to purchase or exchange)

for consideration (which may consist of cash, Indebtedness, debt or equity securities or other assets) equal to the consideration delivered

to each other Holder in such offer (which may be less than par and excluding any early tender, exchange or incentive fee in such offer)

plus, to the extent not included in the offer consideration, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption

Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date

falling prior to or on the Redemption Date.

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SECTION 3.08. [Reserved.]

SECTION 3.09. Special Mandatory Redemption.

(a) If (i) the Escrow Agent has not received an

Full Release Officer’s Certificate at or prior to 5:00 p.m. (New York City time) on the Escrow Outside Date, (ii) the Escrow Issuer

notifies the Escrow Agent and the Trustee in writing that the Escrow Issuer has determined in its sole discretion that the Escrow Release

Condition will not be satisfied or (iii) the Escrow Issuer notifies the Escrow Agent and the Trustee in writing that Resideo will not

pursue the consummation of the Spin-Off by the Escrow Outside Date (any such event in (i), (ii) or (iii) being a “Special

Mandatory Redemption Event”), then the Escrow Agent will release to the Trustee the portion of the Escrowed Property then

held by it in an amount equal to the Special Mandatory Redemption Price (as defined below) as notified by the Escrow Issuer in writing,

the Issuer shall obtain any needed funds under the Equity Commitment Letter and the aggregate principal amount of the notes outstanding

on the Special Mandatory Redemption Date (as defined below) will be redeemed at a redemption price equal to 100% of the issue price of

the notes, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory

Redemption Price”) (subject to the right of Holders of record on the relevant record date to receive interest due on the

relevant interest payment date) (the “Special Mandatory Redemption”). Any Escrowed Property remaining after

payment of the Special Mandatory Redemption Price shall be released by the Escrow Agent to or for the account of the Escrow Issuer (or

another account designated by the Escrow Issuer).

(b) The Escrow Issuer will cause a notice of Special

Mandatory Redemption to be mailed to the Trustee and mailed, or delivered electronically if held by any Depositary, to the Holders at

their registered addresses no later than the Business Day following the Special Mandatory Redemption Event, which shall provide for the

redemption of the Notes on no later than the fifth Business Day (the “Special Mandatory Redemption Date”) following

the date of the applicable Special Mandatory Redemption Event.

the Special Mandatory Redemption Price of all Notes to be redeemed on the Special Mandatory Redemption Date with the applicable paying

agent on or before such Special Mandatory Redemption Date, the Notes will cease to bear interest and all rights under the Notes shall

terminate from and including the Special Mandatory Redemption Date.

(d) Notice of a Special Mandatory Redemption shall

state:

(1) the Special Mandatory Redemption

Date;

(2) the Special Mandatory Redemption

Price;

(3) that on the Special Mandatory Redemption

Date, the Special Mandatory Redemption Price shall become due and payable; and

(4) that the Notes shall cease to bear

interest on and after the Special Mandatory Redemption Date.

SECTION 3.10. Mandatory Redemption.

Except as set forth in Section 3.09 hereof,

the Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

ARTICLE 4

COVENANTS

SECTION 4.01. Payment of Notes.

The Issuer shall pay or cause to be paid the principal

of, premium, if any, interest on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest

shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary thereof, holds as of 10:00 a.m.

Eastern Time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all

principal, premium, if any, and interest then due and the Paying Agent is not prohibited from paying such money to the Holders on that

date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

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SECTION 4.02. Maintenance of Office or Agency.

(a) The Issuer shall maintain an office or agency

(which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where Notes may be presented or surrendered for registration

of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.

The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.

If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address

thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the

Issuer hereby appoints U.S. Bank Trust Company, National Association as its agent to receive all such presentations, surrenders, notices

and demands.

(b) The Issuer may also from time to time designate

one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to

time rescind such designations. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of

any change in the location of any such other office or agency.

U.S. Bank Trust Company, National Association set forth in Exhibits B and C as one such office or agency of the Issuer in

accordance with Section 4.02(a).

SECTION 4.03. Reports.

(a) Whether or not required by the rules and regulations

of the SEC, so long as any Notes are outstanding, the Parent Guarantor will file with the SEC (unless the SEC will not accept such filings)

or post on a website, which may be nonpublic and may be maintained by the Parent Guarantor or a third party, to which access will be given

to the Trustee and the Holders, all quarterly and annual financial information that would be required to be contained in a filing with

the SEC on Forms 10-Q and 10-K within 15 days of the dates such information is required to filed with the SEC or, if the Parent Guarantor

is not subject to Section 13(a) or 15(d) of the Exchange Act, within 15 days of the date such information would be due to the SEC were

the Parent Guarantor so subject, including, in each case, pursuant to any extension authorized by the SEC, rule, regulation or executive

order. In addition, to the extent not satisfied by the foregoing, the Parent Guarantor will furnish to Holders of the Notes and prospective

investors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4).

(b) Notwithstanding the foregoing, (A) no such

report will be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement,

agreement, plan or understanding between the Parent Guarantor (or any of its direct or indirect parent entities or its Subsidiaries) and

any director, manager, officer or employee of the Parent Guarantor (or any of its direct or indirect parent entities or its Subsidiaries),

(B) the Parent Guarantor shall not be required to make available any information regarding the occurrence of any of the event otherwise

required to be included in a report if the Parent Guarantor determines in its good faith judgment that the event that would otherwise

be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects

of the Parent Guarantor and its Subsidiaries taken as a whole, (C) no such report will be required to provide the information set forth

in Items 307, 308 or 402 of Regulation S-K or comply with Sections 302, 906 and 404 of the Sarbanes-Oxley Act of 2002, as amended, Regulation

G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non GAAP” financial information contained therein,

(D) no such report will be required to comply with Regulation S-X including, without limitation, Rules 3-03(e), 3-05, 3-09, 3-10, 3-14,

3-16, 4-08, 8-04, 8-06, 6-11, 13-01, 13-02 or Article 11 thereof (or any successor or similar rules), (E) no such report will be required

to provide any information that is not otherwise similar to information included in the Offering Memorandum or otherwise customarily excluded

from an offering memorandum, (F) in no event will such reports be required to include as an exhibit copies of any agreements, financial

statements or other items that would be required to be filed as exhibits under the SEC rules, (G) trade secrets and other information

that could cause competitive harm to the Parent Guarantor and its Subsidiaries may be excluded from any disclosures, and (H) such financial

statements or information will not be required to contain any “segment reporting.”

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may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Parent Guarantor by furnishing

financial information relating to the Issuer or any parent entity of the Parent Guarantor; provided that if such parent entity

does not Guarantee the Notes then the same is accompanied by selected financial metrics that show the differences (in the Parent Guarantor’s

sole discretion) between the information relating to such parent, on the one hand, and the information relating to the Parent Guarantor

and its Restricted Subsidiaries on a stand-alone basis, on the other hand.

(d) Prior to the Escrow Release Date, the Parent

Guarantor and the Escrow Issuer will be deemed to be in compliance with the reporting requirements in this Section 4.03 by virtue of the

filing of the Form 10 containing all the information, audit reports and exhibits required for such report.

(e) To the extent any information is not provided

within the time periods specified in this Section 4.03 and such information is subsequently provided, the Parent Guarantor will be deemed

to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been

cured.

(f) Delivery (or publication on its website) of

such statements, reports, notices and other information and documents to the Trustee pursuant to any of the provisions of this Section

4.03 is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice or

knowledge of any information contained therein or determinable from information contained therein, including the Parent Guarantor’s

compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Notwithstanding anything to the contrary in this Indenture or any other applicable document, the Trustee shall have no responsibility

to determine whether if and when such report or documents are publicly available and/or accessible electronically.

SECTION 4.04. Compliance Certificate; Notice

of Default.

(a) The Issuer shall deliver to the Trustee within

120 days after the end of each fiscal year, a statement indicating whether the signer thereof knows of any Default that occurred during

the previous fiscal year that has not been cured or remedied.

(b) The Issuer shall, within 20 Business Days,

upon becoming aware of any Default or Event of Default deliver to the Trustee a statement specifying such Default or Event of Default

(unless such Default or Event of Default has been cured or waived within such 20-Business Day time period).

SECTION 4.05. [Reserved.]

SECTION 4.06. [Reserved.]

SECTION 4.07. Limitation on Incurrence of Indebtedness

and Issuance of Disqualified Stock.

(a) The Parent Guarantor shall not, and shall not

permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly

liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”)

with respect to any Indebtedness (including Acquired Indebtedness) and the Parent Guarantor shall not issue any shares of Disqualified

Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries

that are not Guarantors, preferred stock; provided that the Parent Guarantor may incur Indebtedness (including Acquired Indebtedness)

or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares

of Disqualified Stock and issue shares of preferred stock, if, after giving effect thereto, (i) the Fixed Charge Coverage Ratio on a consolidated

basis of the Parent Guarantor and the Restricted Subsidiaries would be at least 2.00 to 1.00, determined on a Pro Forma Basis (including

a pro forma application of the net proceeds therefrom) or (ii) the Consolidated Total Leverage Ratio immediately preceding the date

on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would be equal to or less than

4.75 to 1.00, determined on a Pro Forma Basis (including a pro forma application of the net proceeds therefrom); provided, further,

that the amount of Indebtedness, Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing, together with

any amounts incurred under Section 4.07(b)(14)(II)(x) by Restricted Subsidiaries that are not the Issuer or a Guarantor shall not exceed

the greater of (x) $145.0 million and (y) 50.0% of LTM Consolidated EBITDA at any one time outstanding.

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(b) The foregoing limitations shall not apply to:

(1) Indebtedness incurred pursuant to

Credit Facilities by the Parent Guarantor or any Restricted Subsidiary and the issuance and creation of letters of credit and bankers’

acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face

amount thereof); provided that immediately after giving effect to any such incurrence on a Pro Forma Basis (including pro forma

application of the net proceeds therefrom), the then-outstanding aggregate principal amount of all Indebtedness incurred under this clause

(1) does not exceed at any one time the sum of (a)(x) $1,100.0 million, plus (y) the greater of (A) $290.0 million and (B) 100.0% of LTM

Consolidated EBITDA and (b) an aggregate principal amount of Indebtedness if after such incurrence the Consolidated Secured Leverage Ratio

would be equal to or less than 2.25 to 1.00 or, in the case of any such Indebtedness being applied to finance an acquisition that is permitted

by clause (3) of the definition of “Permitted Investments”, the Consolidated Secured Leverage Ratio would be equal to or less

than the Consolidated Secured Leverage Ratio immediately prior to such incurrence and any related transactions, in each case determined

on a Pro Forma Basis (including a pro forma application of the net proceeds therefrom), provided that for the purposes of determining

the amount that may be incurred under this clause (1)(b), all Indebtedness incurred under this clause (1)(b) shall be deemed to be secured

by Liens;

(2) Indebtedness represented by the Notes

(including any Guarantee thereof, but excluding Indebtedness represented by Additional Notes, if any, or guarantees with respect thereto);

(3) Existing Indebtedness (other than

Indebtedness described in Section 4.07(b)(1) and (2));

(4) Indebtedness (including Capitalized

Lease Obligations), Disqualified Stock and preferred stock incurred by the Parent Guarantor or any Restricted Subsidiary, to finance the

acquisition, lease, construction, installation, repair, replacement or improvement of property (real or personal) or equipment, including

through the direct purchase of assets or the Capital Stock of any Person owning such assets, and all Refinancing Indebtedness (having

the meaning set forth in clause (13) below) incurred to Refinance any Indebtedness, Disqualified Stock and preferred stock incurred pursuant

to this clause (4), in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount of all

other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (4), does not exceed

the greater of (x) $75.0 million and (y) 25.0% of LTM Consolidated EBITDA at the time of incurrence; provided that such Indebtedness

(other than Refinancing Indebtedness) exists at the date of such acquisition, lease, construction, installation, repair, replacement or

improvement or is created prior to or within 270 days of the completion thereof; provided, further that Capitalized Lease Obligations

incurred by the Parent Guarantor or any Restricted Subsidiary pursuant to this clause (4) in connection with a Sale and Lease-Back Transaction

shall not be subject to the foregoing limitation so long as the proceeds of such Sale and Lease-Back Transaction are used by the Parent

Guarantor or such Restricted Subsidiary to permanently repay outstanding Indebtedness of the Parent Guarantor or the Restricted Subsidiaries;

(5) (A) Indebtedness incurred by the

Parent Guarantor or any Restricted Subsidiary with respect to letters of credit, bankers’ acceptances, bank guarantees, warehouse

receipts or similar facilities issued or entered into in the Ordinary Course of Business, including letters of credit in respect of workers’

compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance

or self-insurance, or other Indebtedness with respect to reimbursement or indemnification obligations regarding workers’ compensation

claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance,

or other reimbursement-type obligations regarding workers’ compensation claims;

(B) (x) Indebtedness in respect of obligations

of the Parent Guarantor or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection

with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary

trade terms in the Ordinary Course of Business and not in connection with the borrowing of money and (y) Indebtedness in respect of intercompany

obligations of the Parent Guarantor or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold

or services rendered in the Ordinary Course of Business and not in connection with the borrowing of money;

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the acquisition of any equipment necessary to perform services for such customer; provided that the terms of such Indebtedness are consistent

with past or industry practice, including that (x) the repayment of such Indebtedness is conditional upon such customer ordering a specific

volume of goods and (y) such Indebtedness does not bear interest or provide for scheduled amortization or maturity;

(D) (x) tenant improvement loans and allowances

in the Ordinary Course of Business and (y) to the extent constituting Indebtedness, guarantees in the Ordinary Course of Business of the

obligations of suppliers, customers, franchisees, lessors and licensees of the Parent Guarantor and any Restricted Subsidiary; or

(E) Indebtedness in connection with bankers’

acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case

incurred or undertaken in the Ordinary Course of Business.

(6) Indebtedness arising from agreements

of the Parent Guarantor or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn out or similar obligations,

in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary or any Investment

not prohibited by this Indenture, in each case, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion

of such business, assets or a Subsidiary for the purpose of financing such acquisition or Investment;

(7) Indebtedness, Disqualified Stock

or preferred stock (i) of the Parent Guarantor owing to or held by a Restricted Subsidiary or (ii) of a Restricted Subsidiary owing to

or held by the Parent Guarantor or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital

Stock or any other event which results in any such Restricted Subsidiary to which such Indebtedness is owed ceasing to be a Restricted

Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Parent Guarantor or another Restricted Subsidiary)

shall be deemed, in each case to be an incurrence of such Indebtedness not permitted by this clause;

(8) Indebtedness, Disqualified Stock

or preferred stock of any Restricted Subsidiary (other than the Issuer) that is not a Guarantor in an aggregate principal amount at any

time outstanding not exceeding the greater of (x) $145.0 million and (y) 50.0% of LTM Consolidated EBITDA;

(9) shares of Disqualified Stock or preferred

stock of a Restricted Subsidiary issued to the Parent Guarantor or another Restricted Subsidiary; provided that any subsequent

issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted

Subsidiary or any other subsequent transfer of any such shares of preferred stock (except to the Parent Guarantor or another Restricted

Subsidiary) shall be deemed in each case to be an issuance of such shares of preferred stock not permitted by this clause;

(10) Hedging Obligations (excluding Hedging

Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk, exchange rate risk or commodity pricing

risk;

(11) Obligations in respect of self-insurance,

performance, bid, appeal and surety bonds and completion guarantees and similar obligations provided by the Parent Guarantor or any Restricted

Subsidiary or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case, in the

Ordinary Course of Business;

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(12) Indebtedness, Disqualified Stock

or preferred stock of the Parent Guarantor or any Restricted Subsidiary in an aggregate principal amount or liquidation preference, which

when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and preferred stock

then outstanding and incurred pursuant to this clause (12), does not at any one time outstanding exceed the greater of (x) $160.0 million

and (y) 55.0% of LTM Consolidated EBITDA at the time of incurrence;

(13) the incurrence or issuance by the

Parent Guarantor or any Restricted Subsidiary of Indebtedness, Disqualified Stock or preferred stock which serves to Refinance within

90 days following the date of the incurrence or issuance thereof any Indebtedness, Disqualified Stock or preferred stock incurred as permitted

under Section 4.07(a) and Section 4.07(b)(2), (3), this clause (13) and Section 4.07(b)(14) or any Indebtedness, Disqualified Stock or

preferred stock issued to so Refinance such Indebtedness, Disqualified Stock or preferred stock (the “Refinancing Indebtedness”)

prior to its respective maturity; provided that:

(A) such Refinancing Indebtedness has a

Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted

Average Life to Maturity of the Indebtedness, Disqualified Stock or preferred stock being Refinanced or requires no or nominal payments

in cash (other than interest payments) prior to the date that is 91 days after the maturity date of the Notes,

(B) to the extent such Refinancing Indebtedness

Refinances (i) Subordinated Indebtedness, such Refinancing Indebtedness is Subordinated Indebtedness or (ii) Disqualified Stock or preferred

stock, such Refinancing Indebtedness must be Disqualified Stock or preferred stock, respectively,

not include Indebtedness, Disqualified Stock or preferred stock of a Subsidiary of the Parent Guarantor that is not the Issuer or a Guarantor

that Refinances Indebtedness, Disqualified Stock or preferred stock of the Issuer or a Guarantor; and

(D) the principal amount (or accreted value,

if applicable) of such Refinancing Indebtedness shall not exceed the principal amount (or accreted value, if applicable) of the Indebtedness

or liquidation preference of Disqualified Stock or preferred stock being Refinanced except by an amount no greater than accrued and unpaid

interest or dividends with respect to such Indebtedness, Disqualified Stock or preferred stock and any fees, premium and expenses relating

to such Refinancing;

and provided, further that subclause

(A) of this clause (13) shall not apply to any refunding or refinancing of any Credit Facility or Secured Indebtedness;

(14) Indebtedness, Disqualified Stock

or preferred stock of (x) the Parent Guarantor or a Restricted Subsidiary incurred or issued to finance an acquisition or (y) Persons

that are acquired by the Parent Guarantor or any Restricted Subsidiary or merged into or consolidated with the Parent Guarantor or a Restricted

Subsidiary in a manner not prohibited by this Indenture (including designating an Unrestricted Subsidiary a Restricted Subsidiary); provided

that after giving effect to such acquisition, merger or consolidation:

(I) the aggregate amount of such Indebtedness Disqualified

Stock or preferred stock incurred under this subclause (I), together with any Refinancing Indebtedness in respect thereof, does not exceed

the greater of (i) $145.0 million and (ii) 50.0% of LTM Consolidated EBITDA at any time outstanding, or

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(II) (A) the Parent Guarantor would be permitted to

incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test or the Consolidated Total Leverage Ratio

test set forth in Section 4.07(a),

(B) the Fixed Charge Coverage Ratio of

the Parent Guarantor and its Restricted Subsidiaries is equal to or greater than (i) the Fixed Charge Coverage Ratio immediately prior

to such acquisition, merger or consolidation or (ii) the Fixed Charge Coverage Ratio as of the Escrow Release Date; or

of the Parent Guarantor and the Restricted Subsidiaries is equal to or less than (i) the Consolidated Total Leverage Ratio immediately

prior to such acquisition, merger or consolidation or (ii) as of the Escrow Release Date;

(15) Indebtedness arising from the honoring

by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course

of Business;

(16) Indebtedness of the Parent Guarantor

or any Restricted Subsidiary supported by a letter of credit issued pursuant to any Credit Facility, in a principal amount not in excess

of the stated amount of such letter of credit;

(17) guarantees by the Parent Guarantor

or any Restricted Subsidiary of Indebtedness of the Parent Guarantor or any Restricted Subsidiary provided that if such guarantee

triggers a requirement to provide a Guarantee pursuant to Section 4.13 hereof, such Guarantee is provided within the time required by

Section 4.13 hereof;

(18) Indebtedness of the Parent Guarantor

or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained

in supply arrangements, in each case incurred in the Ordinary Course of Business;

(19) Indebtedness of the Parent Guarantor

or any of its Restricted Subsidiaries undertaken in connection with Cash Management Services and related activities for the Parent Guarantor,

any of its Subsidiaries or any joint venture to which they are a party in the Ordinary Course of Business;

(20) Indebtedness issued by the Parent

Guarantor or any of its Restricted Subsidiaries to future, current or former officers, directors, managers, consultants and employees

thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of

the Parent Guarantor or any direct or indirect parent company of the Parent Guarantor to the extent described in Section 4.09(b)(4);

(21) Indebtedness of the Parent Guarantor

or any of its Restricted Subsidiaries representing deferred compensation to officers, directors, managers, consultants and employees thereof

incurred in the Ordinary Course of Business;

(22) Indebtedness consisting of Permitted

Liens incurred under clause (35) of the definition thereof;

(23) Indebtedness incurred by the Parent

Guarantor or any Restricted Subsidiary pursuant to any Receivables Facilities;

(24) Indebtedness incurred by the Parent

Guarantor or any Restricted Subsidiary with respect to Additional Letter of Credit Facilities in an aggregate principal amount at any

time outstanding not exceeding the greater of (x) $45.0 million and (y) 15.0% of LTM Consolidated EBITDA; or

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(25) Indebtedness incurred by the Parent

Guarantor or any Restricted Subsidiary with respect to any Supply Chain Financings in an aggregate principal amount at any time outstanding

not exceeding the greater of (x) $45.0 million and (y) 16.0% of LTM Consolidated EBITDA.

this Section 4.07,

(1) in the event that an item of Indebtedness,

Disqualified Stock or preferred stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness,

Disqualified Stock or preferred stock described in clauses (1) through (25) of Section 4.07(b) or is entitled to be incurred pursuant

to Section 4.07(a), the Parent Guarantor, in its sole discretion, may divide, classify or later reclassify (based on circumstances existing

on the date of such reclassification) such item of Indebtedness, Disqualified Stock or preferred stock (or any portion thereof) and shall

only be required to include the amount and type of such Indebtedness, Disqualified Stock or preferred stock in one of the above clauses

of Section 4.07(b) or Section 4.07(a); provided that all Indebtedness outstanding under the Senior Secured Credit Facilities on

the Escrow Release Date after giving effect to the Transactions will be treated as incurred on the Escrow Release Date under Section 4.07(b)(1)

and may not be reclassified; and

(2) at the time of incurrence, the Parent

Guarantor shall be entitled to divide and classify an item of Indebtedness, Disqualified Stock or preferred stock in more than one of

the types of Indebtedness, Disqualified Stock or preferred stock described in Sections 4.07(a) and 4.07(b) above.

Accrual of interest or dividends, the accretion

of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional

Indebtedness, Disqualified Stock or preferred stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or preferred

stock for purposes of this Section 4.07. If Indebtedness originally incurred in reliance upon a percentage of LTM Consolidated EBITDA

or the Consolidated Secured Leverage Ratio under clause (1) above is being refinanced under clause (1) above and such refinancing would

cause the maximum amount of Indebtedness thereunder to be exceeded at such time, then such refinancing will nevertheless be permitted

thereunder and such Indebtedness shall be deemed to have been incurred under such clause (1) so long as the principal amount of such refinancing

Indebtedness does not exceed the principal amount of Indebtedness being refinanced plus amounts permitted by the next sentence. Any Refinancing

Indebtedness and any Indebtedness incurred to refinance Indebtedness incurred pursuant to clauses (1), (8), (12) or (14)(I) of Section

4.07(b) above shall be permitted to include additional Indebtedness, Disqualified Stock or preferred stock incurred to pay premiums (including

tender premiums), defeasance costs, accrued and unpaid interest and dividends, fees and expenses in connection with such refinancing.

In the case of any Indebtedness, Disqualified Stock or preferred stock incurred to refinance Indebtedness, Disqualified Stock or preferred

stock initially incurred in reliance on the second proviso in Section 4.07(a) or clauses (4), (8), (12), (14)(I), (24) or (25) of Section

4.07(b), measured by reference to a percentage of LTM Consolidated EBITDA at the time of incurrence, where such refinancing would cause

the percentage of LTM Consolidated EBITDA restriction to be exceeded if calculated based on the percentage of LTM Consolidated EBITDA

on the date of such refinancing, such percentage of LTM Consolidated EBITDA restriction shall not be deemed to be exceeded so long as

the principal amount of such refinancing Indebtedness, Disqualified Stock or preferred stock does not exceed the principal amount of such

Indebtedness or liquidation preference of such Disqualified Stock or preferred stock being refinanced, plus any additional amounts permitted

pursuant to the immediately preceding sentence in connection with such refinancing.

(d) For purposes of determining compliance with

any U.S. dollar-denominated restriction on the incurrence of Indebtedness, Disqualified Stock, preferred stock or Liens or the making

of any Restricted Payment, Permitted Investments or Asset Sale, the U.S. dollar equivalent principal amount of the relevant Indebtedness,

Disqualified Stock, preferred stock, Lien, Restricted Payment, Investment or Asset Sale denominated in another currency shall be calculated

based on the relevant currency exchange rate in effect on the date such Indebtedness, Disqualified Stock, preferred stock or Lien was

incurred, in the case of term debt, or first committed, in the case of revolving credit debt or such Restricted Payment, Investment or

Asset Sale was made; provided that if such Indebtedness, Disqualified Stock or preferred stock is incurred to Refinance other Indebtedness,

Disqualified Stock or preferred stock denominated in another currency, and such Refinancing would cause the applicable U.S. dollar-denominated

restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. dollar-denominated

restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed

(i) the principal amount of such Indebtedness or liquidation preference of such Disqualified Stock or preferred stock being Refinanced

plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such

Refinancing.

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(e) The principal amount of any Indebtedness or

liquidation preference of any Disqualified Stock or preferred stock incurred to Refinance other Indebtedness, Disqualified Stock or preferred

stock, if incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange

rate applicable to the currencies in which such respective Indebtedness, Disqualified Stock or preferred stock is denominated that is

in effect on the date of such Refinancing.

(f) This Indenture shall not treat (1) unsecured

Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Senior Indebtedness or Pari Passu

Indebtedness as subordinated or junior to any other Senior Indebtedness or Pari Passu Indebtedness, respectively, merely because it has

a junior priority with respect to the same collateral.

SECTION 4.08. [Reserved].

SECTION 4.09. Limitation on Restricted Payments.

(a) The Parent Guarantor shall not, and shall not

permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make

any payment or distribution on account of the Parent Guarantor’s or any Restricted Subsidiary’s Equity Interests, other than:

(A) dividends or distributions by the Parent

Guarantor payable in Equity Interests (other than Disqualified Stock, unless such Disqualified Stock has been issued in compliance with

Section 4.07 hereof) of the Parent Guarantor, or

(B) dividends or distributions by a Restricted

Subsidiary of the Parent Guarantor so long as, in the case of any dividend or distribution payable on or in respect of any class or series

of securities issued by a Subsidiary of the Parent Guarantor other than a Wholly-Owned Subsidiary, the Parent Guarantor or a Restricted

Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such

class or series of securities;

(2) purchase, redeem, defease or otherwise

acquire or retire for value any Equity Interests of the Parent Guarantor or any direct or indirect parent company of the Parent Guarantor,

including in connection with any merger or consolidation, in each case held by a person other than the Parent Guarantor or a Restricted

Subsidiary;

(3) make any principal payment on, or

redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment

or maturity, any Subordinated Indebtedness of the Parent Guarantor or any Restricted Subsidiary, other than:

(A) Indebtedness permitted under clauses

(7) and (8) of Section 4.07(b); or

(B) the purchase, repurchase, redemption,

defeasement or other acquisition of Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment

or final maturity, in each case due within one year of the date of purchase, repurchase, redemption, defeasement or acquisition; or

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(4) make any Restricted Investment;

(all such payments and other actions set forth in clauses (1) through

(4) above (other than any exception thereto) being collectively referred to as “Restricted Payments”), unless,

at the time of such Restricted Payment:

(A) no Event of Default shall have occurred

and be continuing or would occur as a consequence thereof;

(B) immediately after giving effect to

such transaction on a Pro Forma Basis, the Parent Guarantor could incur $1.00 of additional Indebtedness under Section 4.07(a); and

the aggregate amount of all other Restricted Payments made by the Parent Guarantor and its Restricted Subsidiaries after the Escrow Release

Date (including Restricted Payments permitted by clause (1) of Section 4.09(b) but excluding all other Restricted Payments permitted by

Section 4.09(b)), is less than the sum of (without duplication):

(i) 50% of the Consolidated Net Income

of the Parent Guarantor for the period (taken as one accounting period) from the first day of the fiscal quarter during which the Escrow

Release Date occurs to and including the last day of the Parent Guarantor’s most recently ended fiscal quarter for which financial

statements have been delivered pursuant to Section 4.03 hereof, or, in the case such Consolidated Net Income for such period is a deficit,

minus 100% of such deficit; plus

(ii) 100% of the aggregate net cash proceeds

and the Fair Market Value of marketable securities or other property received by the Parent Guarantor, including in connection with any

merger or consolidation, since immediately after the Escrow Release Date (other than in connection with the Transactions) from the issue

or sale of Equity Interests of the Parent Guarantor or otherwise contributed to the equity (other than through the issuance of Disqualified

Stock or Equity Interests issued or sold in connection with the Transactions) of the Parent Guarantor subsequent to the Escrow Release

Date, provided that this clause (ii) shall not include the proceeds from (a) Refunding Capital Stock (as defined below), (b) Equity

Interests (or Indebtedness that has been converted or exchanged for Equity Interests) of the Parent Guarantor sold to a Restricted Subsidiary

or any employee plan of the Parent Guarantor or any Restricted Subsidiary, as the case may be, (c) Disqualified Stock (or Indebtedness

that has been converted or exchanged into Disqualified Stock) or (d) Excluded Contributions; plus

(iii) the amount by which Disqualified

Stock of the Parent Guarantor or Indebtedness of the Parent Guarantor or its Restricted Subsidiaries is reduced on the Parent Guarantor’s

consolidated balance sheet upon the conversion or exchange subsequent to the Escrow Release Date of Disqualified Stock of the Parent Guarantor

or any Indebtedness of the Parent Guarantor or the Restricted Subsidiaries (other than Indebtedness held by the Parent Guarantor or a

Subsidiary of the Parent Guarantor) convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Parent Guarantor

; plus

(iv) the aggregate amount equal to the

net reduction in Investments resulting from (x) dividends in Cash Equivalents or other returns, profits, distributions and similar amounts

on any Restricted Investment made by the Parent Guarantor and the Restricted Subsidiaries, including from the sale or other disposition

(other than to the Parent Guarantor or a Restricted Subsidiary) of Restricted Investments made by the Parent Guarantor and the Restricted

Subsidiaries and repurchases and redemptions of such Restricted Investments from the Parent Guarantor and the Restricted Subsidiaries

and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments made by the Parent Guarantor

or its Restricted Subsidiaries, in each case, after the Escrow Release Date, not to exceed in any such case the aggregate amount of Restricted

Investments made by the Parent Guarantor or any Restricted Subsidiary after the Escrow Release Date or (y) dividends, distributions, interest

payments, return of capital, repayments of Investments or other transfers of assets to the Parent Guarantor or any Restricted Subsidiary

from any Unrestricted Subsidiary, or the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary (valued in each case

as provided in the definition of “Investment”), not to exceed in the case of any such Unrestricted Subsidiary the aggregate

amount of Investments made by the Parent Guarantor or any Restricted Subsidiary in such Unrestricted Subsidiary after the Escrow Release

Date; plus

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(v) the greater of (x) $115.0 million

and (y) 40.0% of LTM Consolidated EBITDA;

provided, however, that the calculation under the immediately

preceding clauses (i) through (iv) shall not include any amounts attributable to, or arising in connection with, the Transactions.

(b) The foregoing provisions shall not prohibit:

(1) the payment of any dividend or distribution

or the consummation of any irrevocable redemption within 60 days after the date of declaration thereof or the giving of such irrevocable

notice, as applicable, if at the date of declaration or the giving of such notice such payment would have not been prohibited by the provisions

of this Indenture;

(2) the redemption, repurchase, retirement

or other acquisition of any Equity Interests (“Retired Capital Stock”) of the Parent Guarantor or any Restricted

Subsidiary, or any Equity Interests of any direct or indirect parent company of the Parent Guarantor, in exchange for, or out of the proceeds

of a sale (other than to a Restricted Subsidiary) made within 180 days of, Equity Interests of the Parent Guarantor or any direct or indirect

parent company of the Parent Guarantor to the extent contributed to the Parent Guarantor (in each case, other than any Disqualified Stock)

(“Refunding Capital Stock”);

(3) the prepayment, exchange, redemption,

defeasance, repurchase or other acquisition or retirement for value of Subordinated Indebtedness of the Parent Guarantor or a Restricted

Subsidiary made in exchange for, or out of the proceeds of a sale made within 180 days of, new Indebtedness of the Parent Guarantor or

a Restricted Subsidiary that is incurred in compliance with Section 4.07 so long as:

(A) the principal amount (or accreted value,

if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and

unpaid interest on the Subordinated Indebtedness being so prepaid, exchanged, redeemed, defeased, repurchased, exchanged, acquired or

retired for value, plus the amount of any premium (including reasonable tender premiums), defeasance costs and any fees and expenses incurred

in connection with the issuance of such new Indebtedness,

(B) such new Indebtedness is subordinated

to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so prepaid, exchanged, redeemed,

defeased, repurchased, acquired or retired for value,

maturity date, or mandatory redemption date, as applicable, equal to or later than the final scheduled maturity date, or mandatory redemption

date, of the Subordinated Indebtedness being so prepaid, exchanged, redeemed, defeased, repurchased, exchanged, acquired or retired, and

(D) such new Indebtedness has a Weighted

Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being

so redeemed, defeased, repurchased, exchanged, acquired or retired;

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(4) a Restricted Payment to pay for the

repurchase, retirement, cancellation or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock)

of the Parent Guarantor, any Subsidiary of the Parent Guarantor or any direct or indirect parent company of the Parent Guarantor held

by any future, present or former employee, director, manager, officer or consultant of the Parent Guarantor, any of its Subsidiaries or

any direct or indirect parent company of the Parent Guarantor pursuant to any equity plan or stock option plan or any other benefit plan

or agreement, or any stock subscription or shareholder agreement (including any principal and interest payable on any Indebtedness issued

by the Parent Guarantor or any direct or indirect parent company of the Parent Guarantor in connection with such repurchase, retirement

or other acquisition), including any Equity Interests rolled over by management of the Parent Guarantor or any direct or indirect parent

company of the Parent Guarantor in connection with the Transactions; provided, that the aggregate Restricted Payments made under

this clause (4) do not exceed in any calendar year the greater of (x) $25.0 million and (y) 8.75% of LTM Consolidated EBITDA (with unused

amounts being carried over to the succeeding fiscal years, subject to an aggregate cap of up to $50.0 million in any fiscal year under

this clause (4)); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(A) the cash proceeds from the sale of

Equity Interests (other than Disqualified Stock) of the Parent Guarantor and, to the extent contributed to the Parent Guarantor, the cash

proceeds from the sale of Equity Interests of any direct or indirect parent company of the Parent Guarantor, in each case to any future,

present or former employees, directors, managers or consultants of the Parent Guarantor, any of its Subsidiaries or any direct or indirect

parent company of the Parent Guarantor that occurs after the Escrow Release Date; plus

(B) the cash proceeds of key man life insurance

policies received by the Parent Guarantor and the Restricted Subsidiaries after the Escrow Release Date, less

previously made pursuant to clauses (A) and (B) of this Section 4.09(b)(4);

provided that the Parent Guarantor may elect to apply all or

any portion of the aggregate increase contemplated by clauses (A) and (B) of this Section 4.09(b)(4) in any calendar year; and provided

further that cancellation of Indebtedness owing to the Parent Guarantor or any Restricted Subsidiary from any future, present or former

employees, directors, managers or consultants of the Parent Guarantor (or any permitted transferee thereof), any direct or indirect parent

company of the Parent Guarantor or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Parent Guarantor

or any direct or indirect parent company of the Parent Guarantor shall not be deemed to constitute a Restricted Payment for purposes of

this covenant or any other provision of this Indenture;

(5) the declaration and payment of dividends

to holders of any class or series of Disqualified Stock of the Parent Guarantor or any Restricted Subsidiary or any class or series of

preferred stock of any Restricted Subsidiary, in each case, issued in accordance with Section 4.07 to the extent such dividends are included

in the definition of Fixed Charges;

(6) [Reserved];

(7) Investments in Unrestricted Subsidiaries

and joint ventures having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (7) that

are at the time outstanding not to exceed the greater of (x) $60.0 million and (y) 20.0% of LTM Consolidated EBITDA at the time of such

Investment (with the Fair Market Value of each Investment determined in good faith by the Parent Guarantor and being measured at the time

made and without giving effect to subsequent changes in value);

(8) Restricted Payments made or expected

to be made by the Parent Guarantor or any Restricted Subsidiary in respect of withholding or similar Taxes payable upon exercise of Equity

Interests by any future, present or former employee, director, manager or consultant and repurchases of Equity Interests deemed to occur

upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

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(9) [Reserved];

(10) other Restricted Payments in an

aggregate amount taken together with all other Restricted Payments made pursuant to this clause (10) that are at the time outstanding

not to exceed the greater of (x) $140.0 million and (y) 50.0% of LTM Consolidated EBITDA; provided that, at the time of any

such Restricted Payment made pursuant to this clause (10), no Event of Default shall have occurred and be continuing or would occur as

a consequence thereof; provided further, that immediately after giving effect to any such Restricted Payment made pursuant to this

clause (10), on a Pro Forma Basis, the Parent Guarantor could incur $1.00 of additional Indebtedness under the provisions of Section 4.07(a);

(11) distributions or payments of Receivables

Fees;

(12) repurchases of Capital Stock deemed

to occur upon the exercise, conversion or exchange of stock options, warrants, other rights to acquire Capital Stock or other convertible

or exchangeable securities if such Capital Stock represents all or portion of the exercise price thereof or withholding Taxes payable

with respect thereto;

(13) the repurchase, redemption or other

acquisition for value of Equity Interests of the Parent Guarantor deemed to occur in connection with paying cash in lieu of fractional

shares of such Equity Interests in connection with a share dividend, distribution, share split, reverse share split, merger, consolidation,

amalgamation or other business combination of the Parent Guarantor, or upon the exercise, conversion or exchange of any stock options,

warrants, other rights to purchase Capital Stock or other convertible or exchangeable securities, in each case, not prohibited under this

Indenture;

(14) the distribution, by dividend or

otherwise, of Equity Interests or other securities of, or Indebtedness owed to the Parent Guarantor or a Restricted Subsidiary by, Unrestricted

Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash or Cash Equivalents);

(15) (i) for any taxable period for which

the Parent Guarantor and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal

and/or applicable state, local or non-U.S. income Tax purposes of which the Parent Guarantor is the common parent, Restricted Payments

may be made in an amount not in excess of the U.S. federal, state, local or non-U.S. income Taxes that the Parent Guarantor and/or its

applicable Subsidiaries would have paid had the Parent Guarantor and/or such Subsidiaries been a stand-alone taxpayer (or a stand-alone

group); provided that Restricted Payments by the Parent Guarantor or a Restricted Subsidiary in respect of an Unrestricted Subsidiary

shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to the Parent Guarantor or any

of its Restricted Subsidiaries for such purpose and (ii) payments pursuant to and required under the Tax Matters Agreement;

(16) payments or distributions to satisfy

dissenters’ rights, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with Article 5

hereof;

(17) any Restricted Payments attributable

to, or arising in connection with, (i) the Transactions, including the Distribution Date Payment and the Post-Distribution Payment and

(ii) any other transactions pursuant to agreements or arrangements in effect on the Escrow Release Date on substantially the terms described

in the Offering Memorandum or any amendment, modification or supplement thereto or replacement thereof, as long as the terms of such agreement

or arrangement, as so amended, modified, supplemented or replaced is not materially more disadvantageous to the Parent Guarantor and the

Restricted Subsidiaries, taken as a whole, than the terms of such agreement or arrangement described in the Offering Memorandum;

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(18) (i) the declaration and payment

of dividends on ADI Preferred Stock in an amount per annum up to 7% of the liquidation preference thereof existing on the Escrow Release

Date and (ii) the redemption, repurchase, retirement or other acquisition of ADI Preferred Stock so long as immediately after giving effect

thereto, the Consolidated Total Leverage Ratio of the Parent Guarantor and the Restricted Subsidiaries is equal to or less than 3.50 to

1.00;

(19) the declaration and payment of dividends

on, or the redemption, repurchase, retirement or other acquisition of, the Parent Guarantor’s Equity Interests (or the payment of

dividends to any direct or indirect parent of the Parent Guarantor to fund the payment by any direct or indirect parent of the Parent

Guarantor of dividends on, or the redemption, repurchase, retirement or other acquisition of, such entity’s Equity Interests) of

up to 6% of Market Capitalization per annum;

(20) Restricted Payments that are made

with Excluded Contributions; and

(21) any Restricted Payment so long as

immediately after giving effect to the making thereof, the Consolidated Total Leverage Ratio of the Parent Guarantor and its Restricted

Subsidiaries is equal to or less than 3.00 to 1.00;

provided that at the time of, and after giving effect to, any

Restricted Payment permitted under clause (21) of this Section 4.09(b), no Default shall have occurred and be continuing.

a portion thereof) would be permitted pursuant to one or more provisions of this Section 4.09 and/or one or more of the exceptions contained

in the definition of “Permitted Investments,” the Parent Guarantor may divide and classify such Investment or Restricted Payment

(or a portion thereof) in any manner that complies with this Section 4.09 and may later divide and reclassify any such Investment or Restricted

Payment so long as the Investment or Restricted Payment (as so divided and/or reclassified) would be permitted to be made in reliance

on the applicable exception or exceptions as of the date of such reclassification.

(d) The Parent Guarantor shall not permit any Unrestricted

Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Unrestricted Subsidiary.” For purposes

of designating any Restricted Subsidiary as an Unrestricted Subsidiary, subject to clause (a) of the proviso of the second sentence in

the definition of “Unrestricted Subsidiary,” all outstanding Investments by the Parent Guarantor and the Restricted Subsidiaries

(except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set

forth in the definition of “Investment.” Such designation shall be permitted only if a Restricted Payment in such amount would

be permitted at such time, whether pursuant to this Section 4.09 and/or under the definition of “Permitted Investments,” and

if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any

of the restrictive covenants set forth in this Indenture. The Parent Guarantor will not designate any of its Subsidiaries as an Unrestricted

Subsidiary until after the Escrow Release Date.

SECTION 4.10. Liens.

The Parent Guarantor shall not, and shall not permit

the Issuer or any Subsidiary Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted

Liens) that secures obligations under any Indebtedness on any asset or property of the Parent Guarantor, the Issuer or any Subsidiary

Guarantor, unless the Notes (or the related Guarantee in the case of Liens of a Guarantor) are equally and ratably secured with (or, in

the event the Lien relates to Subordinated Indebtedness, are secured on a senior basis to) the obligations so secured.

Any Lien created for the benefit of the Holders

of the Notes pursuant to this Section ‎4.10 may provide by its terms that such Lien shall be automatically and unconditionally released

and discharged upon (i) the release and discharge of the Lien that gave rise to the obligation to secure the Notes (the “Initial

Lien”) or (ii) any sale, exchange or transfer to any Person not an Affiliate of the Parent Guarantor of the property or

assets secured by the Initial Lien, or of all of the Capital Stock held by the Parent Guarantor or any Restricted Subsidiary in, or all

or substantially all the assets of, any Subsidiary Guarantor creating such Initial Lien.

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With respect to any Lien securing

Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be

permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall

mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the

amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion

of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations

in the exchange rate of currencies or increases in the value of property securing Indebtedness.

SECTION 4.11. Change of Control.

(a) If a Change of Control occurs after the Escrow

Release Date, unless the Issuer has, prior to or concurrently with the time the Issuer is required to make a Change of Control Offer (as

defined below), delivered electronically or mailed a redemption notice with respect to all the Outstanding Notes pursuant to Article 3

or Section 8.06, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change

of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate

principal amount thereof plus accrued and unpaid interest, if any, to, but excluding the date of purchase, subject to the right of Holders

of record on the relevant record date to receive interest due on the relevant Interest Payment Date. No later than 30 days following any

Change of Control, the Issuer shall send notice of such Change of Control Offer by first class mail or overnight mail or electronic delivery,

with a copy to the Trustee sent in the same manner, to each Holder of Notes to the address of such Holder appearing in the security register

with a copy to the Trustee or otherwise in accordance with the procedures of the Depositary, with the following information:

(1) that a Change of Control Offer is

being made pursuant to this Section 4.11 and that all Notes properly tendered pursuant to such Change of Control Offer shall be accepted

for payment by the Issuer;

(2) the purchase price and the purchase

date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or sent (the “Change

of Control Payment Date”);

(3) that any Note not properly tendered

shall remain outstanding and continue to accrue interest;

(4) that, unless the Issuer defaults

in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to

accrue interest on the Change of Control Payment Date;

(5) that Holders electing to have any

Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of

Holder to Elect Purchase” on the reverse of the Notes completed, to the paying agent specified in the notice at the address specified

in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders shall be entitled to

withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that the paying agent receives,

not later than the expiration time of the Change of Control Offer, electronic transmission (in PDF), facsimile transmission or letter

(sent in the same manner provided in the Change of Control Offer) setting forth the name of the Holder of the Notes, the principal amount

of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes

purchased;

(7) that if the Issuer is purchasing

less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal

amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral

multiple of $1,000 in excess thereof;

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(8) if such notice is delivered prior

to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of

Control and if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until

such time as the Change of Control shall occur, or that such redemption may not occur and such notice may be rescinded in the event that

the Issuer shall determine that such condition will not be satisfied by the Change of Control Payment Date, or by the Change of Control

Payment Date as so delayed; and

(9) the other instructions, as determined

by the Issuer, consistent with this Section 4.11, that a Holder must follow.

(b) While the Notes are in the form of Global Notes

and the Issuer makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder shall exercise its option

to elect for the purchase of the Notes through the facilities of the Depositary subject to its rules and regulations.

of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are

applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of

any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities

laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

(d) On the Change of Control Payment Date, the

Issuer shall, to the extent permitted by law,

(1) accept for payment all Notes issued

by it or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the paying agent an

amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and

(3) deliver, or cause to be delivered,

to the Registrar for cancellation the Notes so accepted together with an Officer’s Certificate stating that all Notes or portions

thereof have been tendered to and purchased by the Issuer.

(e) In the event that the Issuer makes a Change

of Control Payment, the Paying Agent shall promptly pay by wire transfer to each Holder of the Notes the Change of Control Payment for

such Notes, and the Trustee shall promptly authenticate a new Note (or cause to be transferred by book entry) equal in principal amount

to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000

or an integral multiple of $1,000 in excess thereof. The Issuer shall publicly announce the results of the Change of Control Offer on

or as soon as practicable after the Change of Control Payment Date.

(f) The Issuer shall not be required to make a

Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and

otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and

purchases all such Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary

herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive

agreement is in place for the Change of Control at the time of the making of such Change of Control Offer.

(g) For the avoidance of doubt, the provisions

under this Section 4.11 related to the Issuer’s obligations to make a Change of Control Offer, including to the definition of “Change

of Control”, may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

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SECTION 4.12. Corporate Existence.

Except as otherwise permitted by Article 5 hereof,

the Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.

SECTION 4.13. Future Guarantors.

(a) On and after the Escrow Release Date, the Parent

Guarantor shall cause each of its Domestic Subsidiaries that is also a Restricted Subsidiary (other than the Issuer) that incurs any Indebtedness,

or guarantees the payment of any Indebtedness incurred, pursuant to the Senior Secured Credit Facilities, to, on the Escrow Release Date,

in the case of any Domestic Subsidiary that is also a Restricted Subsidiary (other than the Company) that incurs any Indebtedness, or

guarantees the payment of any Indebtedness incurred, pursuant to the Senior Secured Credit Facilities on the Escrow Release Date, and,

in all other cases, within 30 days of such incurrence or guarantee, execute and deliver a supplemental indenture, substantially in the

form attached as Exhibit D or Exhibit E hereto, as the case may be, to this Indenture providing for a Guarantee by such

Domestic Subsidiary. Further, the Parent Guarantor may cause any Restricted Subsidiary to become a Subsidiary Guarantor at its election.

(b) Any such Guarantee shall be released in accordance

with Article 10.

SECTION 4.14. Limitations on Dividend and Other

Payment Restrictions Affecting Restricted Subsidiaries.

From and after the Escrow Release Date, the Parent

Guarantor shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause to

exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(a) (1) pay dividends or make any other distributions

to the Parent Guarantor or any Restricted Subsidiary on its Capital Stock or (2) pay any Indebtedness owed to the Parent Guarantor or

any Restricted Subsidiary;

(b) make loans or advances to the Parent Guarantor

or any Restricted Subsidiary; or

or assets to the Parent Guarantor or any Restricted Subsidiary,

except (in each case) for such encumbrances or restrictions

existing under or by reason of:

(1) contractual encumbrances or restrictions

in effect on the Escrow Release Date, if on substantially the terms described in the Offering Memorandum, including those arising under

the Senior Secured Credit Facilities, this Indenture, the Notes or the Guarantees;

(2) purchase money obligations for property

acquired in the Ordinary Course of Business and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause

(3) applicable law or any applicable

rule, regulation or order;

(4) any agreement or other instrument

of a Person acquired by or merged or consolidated with or into the Parent Guarantor or any Restricted Subsidiary, or of an Unrestricted

Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person,

in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction

is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property

or assets of the Person and its Subsidiaries, so acquired or designated;

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(5) contracts for the sale of assets,

including customary restrictions with respect to a Subsidiary of the Parent Guarantor pursuant to an agreement that has been entered into

for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(6) Secured Indebtedness otherwise permitted

to be incurred pursuant to Sections 4.07 and 4.10 that apply only to the assets securing such Indebtedness;

(7) restrictions on cash or other deposits

or net worth imposed by customers under contracts entered into in the Ordinary Course of Business;

(8) other Indebtedness, Disqualified

Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Escrow Release Date pursuant to Section

4.07;

(9) customary provisions in joint venture

agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture;

(10) customary provisions contained in

agreements and instruments, including but not limited to leases, subleases, licenses, sublicenses or similar agreements, in each case,

entered into in the Ordinary Course of Business;

(11) customary provisions that arise

or are agreed to in the Ordinary Course of Business and do not detract from the value of property or assets of the Parent Guarantor or

any Restricted Subsidiary in any manner material to the Parent Guarantor or such Restricted Subsidiary;

(12) Hedging Obligations;

(13) restrictions created in connection

with any Receivables Facility that, in the good faith determination of the Parent Guarantor, are necessary or advisable to effect in connection

with such Receivables Facility; and

(14) any encumbrances or restrictions

of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases,

supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through

(13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements

or refinancings are, in the good faith judgment of the Parent Guarantor, no more restrictive in any material respect with respect to such

encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase,

supplement, refunding, replacement or refinancing.

For purposes of determining compliance with this

Section 4.14: (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating

distributions being paid on common equity shall not be deemed a restriction on the ability to make distributions on Capital Stock and

(ii) the subordination of loans or advances made to the Parent Guarantor or a Restricted Subsidiary to other Indebtedness incurred by

the Parent Guarantor or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

SECTION 4.15. Asset Sales.

(a) Following the Escrow Release Date, the Parent

Guarantor shall not, and shall not permit any Restricted Subsidiary to, consummate, directly or indirectly, an Asset Sale, unless:

(1) the Parent Guarantor or such Restricted

Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility

for, any liabilities, contingent or otherwise) at least equal to the Fair Market Value (as determined in good faith by the Parent Guarantor

at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and

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(2) except in the case of a Permitted

Asset Swap, with respect to any Asset Sale with a purchase price in excess of the greater of (x) $75.0 million and (y) 25.0% of LTM Consolidated

EBITDA, at least 75% of the consideration from such Asset Sale received by the Parent Guarantor or such Restricted Subsidiary, as the

case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

(A) any liabilities (as reflected on the

Parent Guarantor’s most recent consolidated balance sheet, or if incurred or accrued subsequent to the date of such balance sheet,

such liabilities that would have been reflected on the Parent Guarantor’s consolidated balance sheet if such incurrence or accrual

had taken place on or prior to the date of such balance sheet, as determined in good faith by the Parent Guarantor) of the Parent Guarantor,

other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets (or are

otherwise extinguished in connection with the transactions relating to such Asset Sale) and for which the Parent Guarantor and all such

Restricted Subsidiaries have been validly released by all applicable creditors in writing,

(B) any securities, notes or other obligations

or assets received by the Parent Guarantor or such Restricted Subsidiary from such transferee that are converted by the Parent Guarantor

or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents

(to the extent of the cash or Cash Equivalents received), in each case, within 180 days following the closing of such Asset Sale, and

received by the Parent Guarantor or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together

with all other Designated Non-cash Consideration received pursuant to this clause (C) not to exceed the greater of (x) $60.0 million and

(y) 20.0% of LTM Consolidated EBITDA, with the Fair Market Value of each item of Designated Non-cash Consideration (as determined in good

faith by the Parent Guarantor) being measured at the time received and without giving effect to subsequent changes in value,

shall, in each case, be deemed to be cash for purposes of this provision

and for no other purpose.

(b) Within 365 days after the Parent Guarantor’s

or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (the “Asset Sale Proceeds Application Period”),

the Parent Guarantor or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale:

(1) (a) to repay, prepay, purchase, repurchase

or redeem any Secured Indebtedness (including the Senior Secured Credit Facilities) of the Issuer or any Guarantor, or any Indebtedness

that would appear as a liability upon a balance sheet of a Restricted Subsidiary that is not a Guarantor (in each case other than Indebtedness

owed to the Parent Guarantor or a Restricted Subsidiary); provided, however, that in connection with any repayment, prepayment,

purchase, repurchase or redemption of Indebtedness pursuant to this clause (a), the Parent Guarantor or such Restricted Subsidiary will

retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal

amount so repaid, prepaid, purchased, repurchased or redeemed; or (b) to repay, prepay, purchase, repurchase or redeem the Notes and any

Pari Passu Indebtedness; provided, however, that in connection with any repayment, prepayment, purchase, repurchase or redemption

of Pari Passu Indebtedness pursuant to this clause (b), the Issuer shall equally and ratably reduce obligations under the notes as provided

under Section 3.07, through open-market purchases or by making an offer (in accordance with the procedures set forth below for an Asset

Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest,

if any, on the amount of Notes that would otherwise be prepaid;

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(2) to reinvest in Additional Assets

or make capital expenditures (including by means of an investment in Additional Assets or a capital expenditure by a Restricted Subsidiary

with Net Proceeds received by the Parent Guarantor or another Restricted Subsidiary) within 365 days from the later of the date of such

Asset Sale and the date of receipt of such Net Proceeds, provided that the Parent Guarantor and its Restricted Subsidiaries shall

be deemed to have complied with this clause (2) if and to the extent that, within 365 days after the Asset Sale that generated the Net

Proceeds, the Parent Guarantor or such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement to consummate

any such investment described in this clause (2) with the good faith expectation that such Net Proceeds will be applied to satisfy such

commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable

Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Parent Guarantor

or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days

of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason

before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds; or

(3) any combination of the foregoing.

Section 4.15, (i) to the extent that the application of any or all of the Net Proceeds of any Asset Sale by a Restricted Subsidiary that

is not a Subsidiary Guarantor (a “Non-Guarantor Disposition”) (A) is (x) prohibited or delayed by or would violate

or conflict with applicable local law, (y) restricted by applicable organizational documents or any agreement or (z) subject to other

organizational or administrative impediments from being repatriated to the United States (including for the avoidance of doubt restrictions,

prohibitions or impediments relating to financial assistance, corporate benefit, thin capitalization, capital maintenance and similar

legal principles, restrictions on upstreaming and/or cross-streaming of cash or Cash Equivalents intra-group and relating to the fiduciary

and/or statutory duties of the directors (or equivalent Persons) of the Parent Guarantor and/or any of its Subsidiaries) or would conflict

with the fiduciary and/or statutory duties of such Subsidiary’s directors (or equivalent Persons), or (B) would result in, or could

reasonably be expected to result in, a risk of personal or criminal liability for any officer, director, employee, manager, member of

management or consultant of such Subsidiary, an amount equal to the portion of such Net Proceeds so affected will not be required to be

applied in compliance with this Section 4.15, and such amounts may be retained by the applicable Restricted Subsidiary that is not a Subsidiary

Guarantor; provided that if at any time within one year following the date on which the respective payment would otherwise have

been required, such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, the applicable organizational

document or agreement or the applicable other impediment, an amount equal to such amount of Net Proceeds so permitted to be repatriated

will be promptly applied (net of any taxes, costs or expenses that would be payable or reserved against if such amounts were actually

repatriated whether or not they are repatriated) in compliance with this covenant or (ii) to the extent that the Parent Guarantor has

determined in good faith that repatriation of any or all of the Net Proceeds of any Non-Guarantor Disposition could have a material adverse

tax or cost consequence with respect to the Parent Guarantor or any of the Parent Guarantor’s direct or indirect Subsidiaries (which

for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Parent Guarantor, any direct or indirect

parent entity or owners of the Parent Guarantor or any of the Parent Guarantor’s direct or indirect Subsidiaries or any of their

respective Affiliates and/or their equityholders would incur a material tax liability, including as a result of a tax dividend, a deemed

dividend pursuant to Code Section 956 or a withholding tax), the Net Proceeds so affected may be retained by the applicable Restricted

Subsidiary that is not a Subsidiary Guarantor and an amount equal to such Net Proceeds will not be required to be applied in compliance

with this Section 4.15. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance

of doubt, constitute a Default or an Event of Default. For the avoidance of doubt, nothing in this Indenture shall be construed to require

the Parent Guarantor or any Subsidiary to repatriate cash.

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(d) If

the Parent Guarantor or a Restricted Subsidiary has not applied an amount equal to such Net Proceeds from any Asset Sale as provided and

within the time period set forth above, then, in lieu of applying such amount in such manner, such unapplied amount (it being understood

that any amount used to make an offer to purchase Notes as set forth in Section 4.15(b)(1), shall be deemed to have been so applied whether

or not such offer is accepted and such amount shall not constitute Excess Proceeds (any amounts that do not constitute Excess Proceeds

as a result of this parenthetical, “Retained Asset Sale Proceeds”)) will be deemed to constitute “Excess

Proceeds”; provided that, if (1) the Consolidated Secured Leverage Ratio of the Parent Guarantor is less than or

equal to 3.00 to 1.00 but greater than 2.50 to 1.00 at the time of receipt of such Net Proceeds or at any time during such time period,

an amount equal to 50% of the Net Proceeds from such Asset Sale shall not be required to be applied as set forth in Section 4.15(b) and

shall not constitute Excess Proceeds and 50% of any existing Excess Proceeds shall no longer constitute Excess Proceeds, and (2) the Consolidated

Secured Leverage Ratio of the Parent Guarantor is less than or equal to 2.50 to 1.00 at the time of receipt of such Net Proceeds or at any time

during such time period, none of the amount equal to the Net Proceeds from such Asset Sale shall be required to be applied as set forth

in clauses (1)-(3) above or constitute Excess Proceeds and any existing Excess Proceeds shall no longer constitute Excess Proceeds (any

amounts that do not constitute Excess Proceeds, or no longer constitute Excess Proceeds, as a result of the application of clause (1)

or clause (2) of this proviso, together with any Retained Asset Sale Proceeds, “Available Proceeds”).

Within 30 Business Days after the date that the

balance of any Excess Proceeds exceeds $150.0 million, the Issuer shall make an offer to all Holders of the Notes, and, if the Issuer

or any Guarantor elects, or is required by the terms of any Pari Passu Indebtedness of the Issuer or any such Guarantor, to the holders

of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount

of Notes and such Pari Passu Indebtedness (with respect to the Notes only) in denominations of $2,000 initial principal amount and multiples

of $1,000 thereafter, that may be purchased out of the Excess Proceeds at an offer price, in the case of the Notes, in cash in an amount

equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer,

in accordance with the procedures set forth in this Indenture. In the event that the Parent Guarantor or a Restricted Subsidiary prepays

any Pari Passu Indebtedness that is outstanding under a revolving credit or other committed loan facility pursuant to an Asset Sale Offer,

the Parent Guarantor or such Restricted Subsidiary shall cause the related loan commitment to be permanently reduced in an amount equal

to the principal amount so prepaid.

The Issuer shall commence an Asset Sale Offer for

the Notes by transmitting electronically or by mailing the notice required pursuant to the terms of this Indenture, with a copy to the

Trustee. To the extent that the aggregate amount of Notes and, if applicable, Pari Passu Indebtedness tendered pursuant to an Asset Sale

Offer is less than the Excess Proceeds (or, in the case of an Asset Sale Offer being effected in advance of being required to do so by

this Indenture, the amount of Net Proceeds to be applied in such Asset Sale Offer), the Issuer may use any remaining Excess Proceeds (or

such amount offered) as well as any Available Proceeds in any manner not prohibited by this Indenture. If the aggregate principal amount

of Notes and, if applicable, Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Issuer

shall determine the aggregate principal amount of Notes to be purchased or repaid on a pro rata basis based on the accreted value or principal

amount of the Notes or such Pari Passu Indebtedness tendered, and the Notes to be purchased or repaid shall be selected by lot or such

similar method in accordance with the applicable procedures of the Depositary; provided that no Notes of $2,000 or less shall be

repurchased in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero, and in the case

of an Asset Sale Offer being effected in advance of being required to do so by this Indenture, the amount of Net Proceeds to be applied

in such Asset Sale Offer shall be excluded in subsequent calculations of Excess Proceeds.

An Asset Sale Offer may be made at the same time

as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes and/or the Guarantees (but the Asset

Sale Offer may not condition tenders on the delivery of such consents).

(e) Pending

the final application of any Net Proceeds pursuant to this Section 4.15, the Parent Guarantor or the applicable Restricted Subsidiary

may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise use such Net

Proceeds in any manner not prohibited by this Indenture.

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(f) The

Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder

to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer.

To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall

comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this

Indenture by virtue thereof.

(g) For

the avoidance of doubt, the provisions of Section 4.15 relative to the Issuer’s obligation to make an offer to repurchase the Notes

as a result of an Asset Sale may be waived or modified with the written consent of the holders of a majority in principal amount of the

Notes Outstanding.

SECTION 4.16. [Reserved.]

SECTION 4.17. Limitations on Transactions with

Affiliates.

(a) From

and after the Escrow Release Date, the Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to, make any payment

to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter

into or make or amend any transaction, series of related transactions, contract, agreement, understanding, loan, advance or guarantee

with, or for the benefit of, any Affiliate of the Parent Guarantor (each of the foregoing, an “Affiliate Transaction”)

involving aggregate payments or consideration in excess of $50.0 million, unless:

(1) such

Affiliate Transaction is on terms that are not materially less favorable to the Parent Guarantor or the relevant Restricted Subsidiary

than those that would have been obtained in a comparable transaction by the Parent Guarantor or such Restricted Subsidiary with an unrelated

Person on an arm’s-length basis; and

(2) in

the case of an Affiliate Transaction including aggregate payments or consideration in excess of $75.0 million, the Issuer delivers to

the Trustee a resolution adopted by the majority of the Board of Directors of the Issuer approving such Affiliate Transaction and set

forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with Section 4.17(a)(1).

(b) The

foregoing provisions shall not apply to the following:

(1) (i)

transactions between or among the Parent Guarantor or any of the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary

as a result of such transaction and (ii) any merger or consolidation of the Parent Guarantor or any direct or indirect parent of the Parent

Guarantor; provided that in the case of this clause (ii), such parent company shall have no material liabilities and no material

assets other than cash, Cash Equivalents and the Capital Stock of the Parent Guarantor and such merger or consolidation is otherwise in

compliance with the terms of this Indenture and effected for a bona fide business purpose;

(2) Restricted

Payments permitted by Section 4.09 and the definition of “Permitted Investments”;

(3) the

payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements

provided on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants of the

Parent Guarantor, any direct or indirect parent company of the Parent Guarantor or any Restricted Subsidiary;

(4) transactions

in which the Parent Guarantor or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial

Advisor stating that such transaction is fair to the Parent Guarantor or such Restricted Subsidiary from a financial point of view or

stating that the terms are not materially less favorable to the Parent Guarantor or its relevant Restricted Subsidiary than those that

would have been obtained in a comparable transaction by the Parent Guarantor or such Restricted Subsidiary with an unrelated Person on

an arm’s-length basis;

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(5) transactions

pursuant to agreements or arrangements in effect on the Escrow Release Date or, on substantially the terms described in the Offering Memorandum

or pursuant to the Spin-Off Documents (including the Transactions, all transactions in connection therewith (including but not limited

to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions) or any amendment, modification

or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced

is not materially more disadvantageous to the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, than the agreement or

arrangement in existence on the Escrow Release Date or pursuant to the Spin-Off Documents;

(6) the

existence of, or the performance by the Parent Guarantor or any Restricted Subsidiary of its obligations under the terms of, any stockholders

agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it is a party

as of the Escrow Release Date (on substantially the terms described in the Offering Memorandum) and any similar agreements which it may

enter into thereafter; provided that the existence of, or the performance by the Parent Guarantor or any Restricted Subsidiary

of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Escrow

Release Date, as applicable, shall only be permitted by this clause (6) to the extent that the terms of any such amendment or new agreement

are not otherwise disadvantageous to the Holders in any material respect when taken as a whole;

(7) any

transaction in the Ordinary Course of Business and otherwise not prohibited by the terms of this Indenture that is fair to the Parent

Guarantor and the Restricted Subsidiaries, in the reasonable determination of the board of directors of the Parent Guarantor or the senior

management thereof, or is on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(8) the

issuance or transfer of Equity Interests (other than Disqualified Stock) of the Parent Guarantor and the granting and performance of customary

registration rights;

(9) sales

of accounts receivable, or participations therein or other transactions, in connection with any Receivables Facility;

(10) payments,

loans, advances or guarantees (or cancellation of loans, advances or guarantees) to employees, directors, managers or consultants of the

Parent Guarantor, any direct or indirect parent company of the Parent Guarantor or any Restricted Subsidiary and employment agreements,

stock option plans and other similar arrangements with such employees, directors, manager or consultants which, in each case, are approved

by the Parent Guarantor in good faith;

(11) payments

to any future, current or former employee, director, manager, officer, manager or consultant of the Parent Guarantor, any of its Subsidiaries

or any direct or indirect parent company of the Parent Guarantor pursuant to any management equity plan or stock option plan or any other

management or employee benefit plan or agreement or any stock subscription or shareholder agreement; and any employment and severance

arrangements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive

retirement benefit plans or arrangements with any such employees, directors, officers, managers or consultants that are, in each case,

approved by the Parent Guarantor in good faith;

(12) any

transaction with a Person which would constitute an Affiliate Transaction solely because the Parent Guarantor or a Restricted Subsidiary

owns an Equity Interest in or otherwise controls such Person;

(13) any

lease entered into between the Parent Guarantor or any Restricted Subsidiary, as lessee, and any Affiliate of the Parent Guarantor, as

lessor, in the Ordinary Course of Business;

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(14) intellectual

property licenses in the Ordinary Course of Business;

(15) transactions

between the Parent Guarantor or any of its Restricted Subsidiaries and any Person that would constitute an Affiliate Transaction solely

because a director of such Person is also a director of the Parent Guarantor or any other direct or indirect parent of the Parent Guarantor;

provided, however, that such director abstains from voting as a director of the Parent Guarantor or such direct or indirect parent of

the Parent Guarantor, as the case may be, on any matter involving such other Person;

(16) pledges

of Equity Interests of Unrestricted Subsidiaries;

(17) transactions

with joint ventures entered into in the Ordinary Course of Business, or approved by a majority of the board of directors of the Parent

Guarantor;

(18) payments

made pursuant to any customary tax consolidation and grouping arrangements;

(19) transactions

contemplated under Section 4.07(b)(19);

(20) (i)

investments by Affiliates in securities or loans or other Indebtedness (or commitments thereof) of the Parent Guarantor or any of its

Restricted Subsidiaries (and payment of out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment

is being offered by the Parent Guarantor or such Restricted Subsidiary generally to other investors on the same or more favorable terms,

and (ii) payments to Affiliates in respect of securities or loans or other Indebtedness (or commitments thereof) of the Parent Guarantor

or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Parent

Guarantor and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans;

(21) transactions

with joint ventures and/or Unrestricted Subsidiaries for the purchase or sale of goods, equipment, products, parts and services entered

into in the Ordinary Course of Business (with respect to joint ventures or Unrestricted Subsidiaries, as applicable) followed by companies

in the industry of the Parent Guarantor and its Subsidiaries;

(22) transactions

with any Debt Fund Affiliate in its capacity as a party to any agreement, document or instrument governing or relating to any Indebtedness

permitted to be incurred pursuant to this Indenture to the extent such Debt Fund Affiliate is being treated no more favorably than all

other investors or lenders thereunder; and

(23) the

Transactions.

SECTION 4.18. Suspension of Covenants.

(a) During

any period of time following the Escrow Release Date that: (1) the Notes have Investment Grade Ratings from at least two of the Rating

Agencies (the “Investment Grade Status”) and (2) no Default has occurred and is continuing under this Indenture

(the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant

Suspension Event”), the Parent Guarantor and its Restricted Subsidiaries shall not be subject to the following provisions

of this Indenture:

(A) Section

4.07;

(B) Section

4.09;

4.13;

(D) Section

4.14;

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(E) Section

4.15;

(F) Section

4.17; and

(G) Section

5.01(a)(4) and Section 5.03(a)(4).

(collectively, the “Suspended Covenants”).

Solely for the purpose of determining the amount of Permitted Liens under Section 4.10 during any Suspension Period (as defined below)

and without limiting the Parent Guarantor’s or any Restricted Subsidiary’s ability to incur Indebtedness during any Suspension

Period, to the extent that calculations in Section 4.10 (including the definition of “Permitted Liens”) refer to Section 4.07,

such calculations shall be made as though Section 4.07 remains in effect during the Suspension Period. Upon the occurrence of a Covenant

Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds shall be

set at zero. In the event that the Parent Guarantor and the Restricted Subsidiaries are not subject to the Suspended Covenants for any

period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes lose

the Investment Grade Status, then the Parent Guarantor and the Restricted Subsidiaries will thereafter again be subject to the Suspended

Covenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this

description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default

or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants,

and none of the Parent Guarantor or any of its Restricted Subsidiaries shall bear any liability for any actions taken or events occurring

during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during the Suspension Period,

as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period

or after that time based solely on events that occurred during the Suspension Period). The Issuer shall provide an Officer’s Certificate

to the Trustee indicating the occurrence of any Suspension Date or Reversion Date. The Trustee shall have no obligation to independently

determine or verify if such events have occurred or notify the Holders of any Suspension Date or Reversion Date. The Trustee may provide

a copy of such Officer’s Certificate to any Holder of Notes upon request.

(b) On

the Reversion Date, all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period shall be deemed to have been

incurred or issued on the Escrow Release Date, so that it is classified as permitted pursuant to Section 4.07(b)(3). Calculations made

after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.09 shall be made as though Section

4.09 had been in effect since the Escrow Release Date and prior to, but not during, the Suspension Period. Accordingly, Restricted Payments

made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.09(a). However,

notwithstanding the foregoing, the items specified in Section 4.09(a)(C)(i) through Section 4.09(a)(C)(iv) if occurring during the Suspension

Period will increase the amount available to be made as Restricted Payments under such section. All Investments made during the Suspension

Period will be classified to have been made under clause (5) of the definition of “Permitted Investments.” No Subsidiary of

the Parent Guarantor shall be required to comply with Section 4.13 hereof after such reinstatement with respect to any guarantee or obligation

entered into by such Subsidiary during any Suspension Period. No Subsidiaries shall be designated as Unrestricted Subsidiaries during

any Suspension Period. Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any

Suspension Period shall be deemed to be permitted pursuant Section 4.17(b)(5). Any encumbrance or restriction on the ability of any Restricted

Subsidiary that is not a Guarantor to take any action described in Section 4.14(a) through (c) that becomes effective during any Suspension

Period shall be deemed to be permitted pursuant to the exception contained in paragraph (1) of Section 4.14.

Issuer shall give the Trustee prompt (and in any event not later than five Business Days after a Covenant Suspension Event) written notice

of any Covenant Suspension Event. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full

force and effect. The Issuer shall give the Trustee prompt (and in any event not later than five Business Days after a Covenant Suspension

Event) written notice of any occurrence of a Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee

shall assume the Suspended Covenants apply and are in full force and effect.

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ARTICLE 5

MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS

SECTION 5.01. Issuer May Consolidate, Etc.,

Only on Certain Terms.

(a) From

and after the Escrow Release Date, the Issuer shall not consolidate or merge with or into or wind up into (whether or not the Issuer is

the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or

assets, in one or more related transactions, to any Person unless:

(1)

(i) the Issuer is the surviving Person or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Issuer)

or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing

under the laws of the United States, any state thereof or the District of Columbia (in each of ‎(i)

and ‎(ii), such Person, as the case may be, being herein called the “Successor Issuer”);

(2) the

Successor Issuer, if other than the Issuer, expressly assumes all the obligations of the Issuer under this Indenture and the Notes pursuant

to supplemental indentures or other documents or instruments;

(3) immediately

after such transaction, no Event of Default shall have occurred and be continuing;

(4) immediately

after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the

beginning of the Applicable Measurement Period.

(A) the Successor Issuer would be permitted

to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.07(a) or

(B) the Fixed Charge Coverage Ratio for

the Parent Guarantor and the Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio for the Parent

Guarantor and the Restricted Subsidiaries immediately prior to such transaction; and

(5) in

the case of Section 5.01(a)(1)(ii), the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,

each stating that such consolidation, merger or transfer and such supplemental indentures, if any, are authorized or permitted by this

Indenture and an Opinion of Counsel stating that this Indenture constitutes the legal, valid, binding and enforceable obligation of the

Successor Issuer.

(b) The

Successor Issuer will succeed to, and be substituted for, the Issuer, under this Indenture and the Notes and the Issuer will automatically

be released and discharged from its obligations under this Indenture and the Notes.

clauses ‎(3) and ‎(4) of Section 5.01(a):

(1) any

Restricted Subsidiary may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of

its properties and assets to the Issuer;

(2) the

Issuer may consolidate or merge with or into or transfer all or substantially all its properties and assets to an Affiliate incorporated

or organized solely for the purpose of reincorporating or reorganizing the Issuer in another jurisdiction within the laws of the United

States, any state thereof or the District of Columbia; and

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(3) the

Issuer may convert into a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia.

SECTION 5.02. Subsidiary Guarantors May Consolidate,

Etc., Only on Certain Terms.

(a) Subject

to Section 10.05, from and after the Escrow Release Date, no Subsidiary Guarantor shall, and the Parent Guarantor shall not permit any

such Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving

Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one

or more related transactions, to any Person unless:

(1) (A)

(i) such Subsidiary Guarantor is the surviving Person or (ii) the Person formed by or surviving any such consolidation or merger (if other

than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made

is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia (in each of ‎(i)

and ‎(ii), such Person, as the case may be, being herein called the “Successor Person”);

(B) the

Successor Person, if other than such Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under this

Indenture and such Subsidiary Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments;

and

after such transaction, no Event of Default shall have occurred and be continuing; or

(2) the

transaction is an Asset Sale that is made in a manner not prohibited by Section 4.15.

(b) to

Section 10.05, in the case of Section 5.02(1) above, the Successor Person shall succeed to, and be substituted for, such Subsidiary Guarantor

under this Indenture and such Subsidiary Guarantor’s Guarantee and, in the case of either Section 5.02(1) or (2), such Subsidiary

Guarantor will automatically be released and discharged from its obligations under this Indenture and such Subsidiary Guarantor’s

Guarantee.

the foregoing provisions of this Section 5.02, any Subsidiary Guarantor may (i) merge into or transfer all or part of its properties and

assets to another Guarantor (including another Person who becomes a Guarantor concurrently with the transaction) or the Issuer, (ii) merge

with an Affiliate of the Parent Guarantor solely for the purpose of reincorporating or reorganizing the Subsidiary Guarantor under the

laws of the United States, any state thereof or the District of Columbia or (iii) convert into a Person organized or existing under the

laws of the United States, any state thereof or the District of Columbia.

SECTION 5.03. Parent Guarantor May Consolidate,

Etc., Only on Certain Terms.

(a) From

and after the Escrow Release Date, the Parent Guarantor shall not consolidate or merge with or into or wind up into (whether or not the

Parent Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of

its properties or assets, in one or more related transactions, to any Person unless:

(1) (i)

the Parent Guarantor is the surviving Person or (ii) the Person formed by or surviving any such consolidation or merger (if other than

the Parent Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person

organized or existing under the laws of the United States, any state thereof or the District of Columbia (in each of (i) and (ii), such

Person, as the case may be, being herein called the “Successor Parent Guarantor”);

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(2) the

Successor Parent Guarantor, if other than the Parent Guarantor, expressly assumes all the obligations of the Parent Guarantor under this

Indenture and the Parent Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments;

(3) immediately

after such transaction, no Event of Default shall have occurred and be continuing; and

(4) immediately

after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the

beginning of the Applicable Measurement Period,

(A) the

Successor Parent Guarantor would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage

Ratio test set forth in Section 4.07(a), or

(B) the

Fixed Charge Coverage Ratio for the Successor Parent Guarantor and the Restricted Subsidiaries would be equal to or greater than the Fixed

Charge Coverage Ratio for the Parent Guarantor and the Restricted Subsidiaries immediately prior to such transaction.

(b) Subject

to Section 10.05, the Successor Parent Guarantor will succeed to, and be substituted for, the Parent Guarantor under this Indenture and

the Parent Guarantor’s Guarantee and the Parent Guarantor will automatically be released and discharged from its obligations under

this Indenture and the Parent Guarantor’s Guarantee.

the foregoing provisions of this Section 5.03, (i) any Restricted Subsidiary may consolidate with, merge into or sell, assign, transfer,

lease, convey or otherwise dispose of all or part of its properties and assets to the Parent Guarantor and (ii) the Parent Guarantor may

(x) merge into or transfer all or part of its properties and assets to another Guarantor (including another Person who becomes a Guarantor

concurrently with the transaction) or the Issuer, (y) merge with an Affiliate of the Parent Guarantor solely for the purpose of reincorporating

or reorganizing the Parent Guarantor under the laws of the United States, any state thereof or the District of Columbia or (z) convert

into a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia.

SECTION 5.04. The Transactions.

Notwithstanding anything herein

to the contrary, the Transactions (including, without limitation, the Merger and the Assumption) and all transactions in connection therewith

shall be permitted under this Article 5.

ARTICLE 6

REMEDIES

SECTION 6.01. Events of Default.

“Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such

Event of Default and whether it be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or

order of any court or any order, rule or regulation of any administrative or governmental body):

(1) default

in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2) default

for 30 days or more in the payment when due of interest on or with respect to the Notes;

(3) the

failure by the Issuer or any Guarantor for 60 days (or 90 days with respect to the failures relating to Section 4.03) after the receipt

of written notice given by the Trustee or the Holders of not less than 30% in principal amount of the Notes then outstanding (with a copy

to the Trustee) to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2)

above) contained in this Indenture or the Notes;

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(4) default

under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for

money borrowed by the Parent Guarantor or any Restricted Subsidiary or the payment of which is guaranteed by the Parent Guarantor or any

Restricted Subsidiary, other than Indebtedness owed to the Parent Guarantor or any Restricted Subsidiary, whether such Indebtedness or

guarantee now exists or is created after the issuance of the Notes, if both:

(A) such

default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to

any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated

final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity

and

(B) the

principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay

principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated,

aggregate $70.0 million or more at any one time outstanding;

(5) the

failure by the Parent Guarantor or any Significant Subsidiary to pay final judgments aggregating in excess of $70.0 million (net of amounts

covered by insurance policies issued by reputable insurance companies), which final judgments remain unpaid, undischarged and unstayed

for a period of more than 60 consecutive days after such judgment becomes final, and in the event such judgment is covered by insurance,

an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) any

of the following events with respect to the Parent Guarantor or any Significant Subsidiary:

(A) the

Parent Guarantor or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(i) commences

a voluntary case;

(ii) consents

to the entry of an order for relief against it in an involuntary case;

(iii) consents

to the appointment of a custodian of it or for all or substantially all of its property; and

(iv) takes

any comparable action under any foreign laws relating to insolvency; or

(B) a

court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is

for relief against the Parent Guarantor or any Significant Subsidiary in an involuntary case;

(ii) appoints

a custodian of the Parent Guarantor or any Significant Subsidiary or all or substantially all of its property;

(iii) orders

the winding up or liquidation of the Parent Guarantor or any Significant Subsidiary; and

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(iv) remains

unstayed and in effect for 60 days;

(7) the

Guarantee of the Parent Guarantor or any Subsidiary Guarantor that is a Significant Subsidiary shall for any reason cease to be in full

force (except as contemplated by the terms thereof or this Indenture) and effect or be declared null and void or any responsible officer

of the Parent Guarantor or any Subsidiary Guarantor that is a Significant Subsidiary denies that it has any further liability under its

Guarantee or gives notice to such effect, other than by reason of the termination of the related Indenture or the release of any such

Guarantee in accordance with this Indenture; or

(8) the

failure by the Escrow Issuer to comply with, or the breach of, any material provision of the Escrow Agreement on or prior to the Escrow

Release Date.

provided that a Default under clause (3),

(4), (5), (7) or (8) above will not constitute an Event of Default until the Trustee or the Holders of at least 30% in principal amount

of the outstanding Notes notify the Issuer of the Default and, with respect to clauses (3) or (5), the Issuer does not cure such Default

within the time specified in clause (3) or (5) after receipt of such notice.

SECTION 6.02. Acceleration of Maturity; Rescission

and Annulment.

(a) If

any Event of Default (other than an Event of Default specified in Section 6.01(6) with respect to the Issuer) occurs and is continuing,

the Trustee or the Holders of at least 30% in principal amount of the Outstanding Notes issued under this Indenture may, and the Trustee

at the request of the Holders of 30% in principal amount of the Outstanding Notes shall (subject to receiving indemnity, prefunding and/or

security to its satisfaction), declare the principal, premium, if any, interest and any other monetary obligations on all the Outstanding

Notes to be due and payable immediately; provided that no such declaration may be made with respect to any action taken, and reported

publicly or to Holders, more than two years prior to such declaration. Any notice of Default under clauses (3), (4), (5), (7) or (8) of

Section 6.01, notice of acceleration with respect to an Event of Default under clauses (3), (4), (5), (7) or (8) of Section 6.01, instruction

to the Trustee to provide a notice of Default under clauses (3), (4), (5), (7) or (8) of Section 6.01, instruction to the Trustee to provide

notice of acceleration with respect to an Event of Default under clauses (3), (4), (5), (7) or (8) of Section 6.01 or instruction to the

Trustee to take any other action with respect to an alleged Default or Event of Default under clauses (3), (4), (5), (7) or (8) of Section

6.01 (a “Noteholder Direction”) provided by any one or more Holders (each, a “Directing Holder”)

must be accompanied by a written representation from each such Holder delivered to the Issuer and the Trustee, if applicable, that such

Holder is not (or, in the case such Holder is DTC or DTC’s nominee, that such Holder is being instructed solely by beneficial owners

that are not) Net Short (the “Position Representation”), which representation, in the case of a Noteholder Direction

relating to delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured

or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder

Direction, to covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order

to verify the accuracy of such Directing Holder’s Position Representation within five Business Days of request therefor (a “Verification

Covenant”). In any case in which the Holder is DTC or DTC’s nominee, any Position Representation or Verification Covenant

required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or DTC’s nominee and DTC shall be entitled

to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If an Event

of Default occurs and is continuing, the Trustee may, and at the written request of Holders representing at least 30% in aggregate principal

amount of the Notes then outstanding shall (subject to being indemnified and/or secured and/or pre-funded to its satisfaction), pursue,

in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal

of and interest on the Notes or to enforce the performance of any provision of the Notes, this Indenture or the Escrow Agreement. The

Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.

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(b) If,

following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer determines in good faith that there

is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and the Issuer

provides to the Trustee an Officer’s Certificate certifying that the Issuer has (i) a good faith reasonable basis to believe that

one or more Directing Holders were at any relevant time in breach of their Position Representation or their Verification Covenant and

(ii) initiated proceedings in a court of competent jurisdiction seeking a determination that such Directing Holders were, at such time,

in breach of their Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder

Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of

Default shall be automatically reinstituted and any remedy stayed pending a final and nonappealable determination of a court of competent

jurisdiction on such matter. If such Officer’s Certificate has been delivered to the Trustee, the Trustee, shall refrain from acting

in accordance with such Noteholder Direction until such time as the Issuer provides to the Trustee an Officer’s Certificate stating

that (i) such Directing Holders have satisfied their Verification Covenant or (ii) such Directing Holders have failed to satisfy its Verification

Covenant, and during such time the cure period with respect to any Default shall be automatically stayed and the cure period with respect

to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed

pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Directing Holder’s

participation in such Noteholder Direction being disregarded; and, if, without the participation of such Directing Holder, the percentage

of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder

Direction, such Noteholder Direction shall be void ab initio (other than any indemnity such Holder may have offered or provided

to the Trustee), with the effect that such Event of Default shall be deemed never to have occurred, and any related acceleration rescinded,

and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such alleged Default or Event of Default,

shall not be permitted to act thereon and shall be restricted from accepting and acting on any future Noteholder Direction in relation

to such Event of Default. If the Directing Holder has satisfied its Verification Covenant, then the Trustee shall be permitted to act

in accordance with such Noteholder Direction. Notwithstanding the above, if such Directing Holder’s participation is not required

to achieve the requisite level of consent of Holders required under this Indenture to give such Noteholder Direction, the Trustee shall

be permitted to act in accordance with such Noteholder Direction notwithstanding any action taken or to be taken by the Issuer (as described

above). The Trustee shall be entitled to conclusively rely on any Noteholder Direction or Officer’s Certificate delivered to it

in accordance with this Indenture without verification, investigation or otherwise as to the statements made therein

anything in Section 6.02(a) or (b) to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event

of Default as the result of a bankruptcy or similar proceeding shall not require compliance with Section 6.02(a) or (b). Each Holder by

accepting a Note acknowledges and agrees that the Trustee shall not be liable to any person for acting or refraining to act in accordance

with (i) the foregoing provisions, (ii) any Noteholder Direction, (iii) any Officer’s Certificate or (iv) its duties under this

Indenture, as the Trustee may determine in its sole discretion. The Trustee shall not have any obligation (i) to monitor, investigate,

verify or otherwise determine if a Holder has a Net Short position, (ii) investigate the accuracy or authenticity of any Position

Representation, (iii) inquire if the Issuer will seek action to determine if a Directing Holder has breached its Position Representation,

(iv) enforce any Verification Covenant, (v) monitor any court proceedings undertaken in connection therewith, (vi) monitor or investigate

whether any Default or Event of Default has been publicly reported or (vii) otherwise make any calculations, investigations or determinations

with respect to any Derivative Instruments, Net Short position, Long Derivative Instrument, Short Derivative Instrument or otherwise.

Upon the effectiveness of a declaration under Section 6.02, such principal and interest will be due and payable immediately. Notwithstanding

the foregoing, in the case of an Event of Default arising under Section 6.01(6) above with respect to the Issuer, all Outstanding Notes

shall become due and payable without further action or notice.

(d) At

any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained

by the Trustee as hereinafter provided in this Article, the Holders of a majority in aggregate principal amount of the Outstanding Notes,

by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences with respect to the Notes,

so long as such recission and annulment would not conflict with any judgment of a court of competent jurisdiction and all amounts owing

to the Trustee have been repaid.

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(e) Notwithstanding

Section 6.02(d), in the event of any Event of Default specified in Section 6.01(4), such Event of Default and all consequences thereof

(excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded,

automatically and without any action by the Trustee or the Holders, if within 20 Business Days after such Event of Default arose,

(1) the

Indebtedness or guarantee that is the basis for such Event of Default has been discharged, or

(2) the

holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default,

(3) the

default on such Indebtedness or guarantee that is the basis for such Event of Default has been waived or cured.

(f) Any

Default or Event of Default resulting from the failure to deliver a notice, report or certificate under this Indenture shall cease to

exist and be cured in all respects if the underlying Default or Event of Default giving rise to such notice, report or certificate requirement

shall have ceased to exist and/or be cured (including pursuant to this paragraph).

(g) If

a Default for a failure to report or failure to deliver a required certificate in connection with another default (the “Initial

Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver

a required certificate in connection with another default that resulted solely because of that Initial Default shall also be cured without

any further action.

(h) Any

Default or Event of Default for the failure to comply with the time periods prescribed in this Indenture to deliver any notice, report

or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the delivery of any such report required

by such provision or such notice, report or certificate, as applicable, even though such delivery is not within the prescribed period

specified in this Indenture.

(i) Each

of the parties to this Indenture agree that any court of competent jurisdiction may (x) extend or stay any grace period set forth in this

Indenture prior to when any actual or alleged Default becomes an actual or alleged Event of Default or (y) stay the exercise of remedies

by the Trustee or Holders contemplated by this Indenture or otherwise upon the occurrence of an actual or alleged Event of Default, in

each case of clauses (x) and (y), in accordance with the requirements of applicable law.

SECTION 6.03. Collection of Indebtedness and

Suits for Enforcement by Trustee. If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing,

the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount

of principal of, premium on, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent

lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable

compensation and expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.04. Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have

the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee,

its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor

upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other

property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder

to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the

Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee,

its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation,

expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07

hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and

shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to

receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained

shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,

arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect

of the claim of any Holder in any such proceeding.

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SECTION 6.05. Application of Money Collected.

If the Trustee collects any money pursuant to this Article (including any proceeds of the Escrow Account pursuant to Section 3(c) of

the Escrow Agreement), it shall pay out the money in the following order:

First: to the Trustee, the Agents, their

respective agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities

(including, indemnity payments) incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second: to Holders of Notes for amounts

due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according

to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

Third: to the Issuer or to such party as

a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date

for any payment to Holders of Notes pursuant to this Section 6.05.

SECTION 6.06. Limitation on Suits.

Except to enforce the right to receive payment of principal, premium (if any) or interest when due, a Holder of a Note may pursue a remedy

with respect to this Indenture or the Notes only if:

(a) the

Holder of a Note gives to the Trustee written notice of a continuing Event of Default;

(b) the

Holders of at least 30% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

Holder of a Note or Holders of Notes offer and, if requested, provide, to the Trustee security, prefunding and/or indemnity satisfactory

to the Trustee against any loss, liability or expense;

(d) the

Trustee does not comply with the request within 60 days after receipt of the request and the offer of security, prefunding and/or indemnity

satisfactory to the Trustee against any loss, liability or expense; and

(e) within

such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent

with the request.

SECTION 6.07. Control by Holders.

Except as otherwise provided herein, the Holders of a majority in principal amount of the outstanding notes are given the right to direct

the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred

on the Trustee with respect to the Notes. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture

or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note (it being understood that the Trustee

does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders) or

that would involve the Trustee in personal liability.

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SECTION 6.08. Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf

of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing

Default or Event of Default in the payment of the principal of, premium and interest on the Notes (including in connection with an offer

to purchase) (provided, however, that the Holders of a majority in aggregate principal amount at maturity of the then Outstanding

Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration).

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured

for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent

thereon.

SECTION 6.09. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or

omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay

the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses,

against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.

This Section does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.06 hereof, or a suit by Holders

of more than 10% in principal amount of the then outstanding Notes.

SECTION 6.10. Waiver of Stay or Extension Laws.

Each of the Issuer, the Guarantors and any other obligor on the Notes covenants (to the extent that it may lawfully do so) that it will

not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law

wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each

of the Issuer, the Guarantors and any other obligor on the Notes (to the extent that it may lawfully do so) hereby expressly waives all

benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted

to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 7

TRUSTEE

SECTION 7.01. Duties of Trustee.

(a) If

an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture,

and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct

of such Person’s own affairs.

(b) Except

during the continuance of an Event of Default:

(i) the

duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties

that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture

against the Trustee; and

(ii) the

Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates

or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions

specifically required by any provision hereof to be furnished to it, the Trustee shall examine the certificates and opinions to determine

whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations

or other facts stated therein).

Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, or its own

willful misconduct, except that:

(i) this

Section 7.01(c) does not limit the effect of Section 7.01(b);

(ii) the

Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was

grossly negligent in ascertaining the pertinent facts; and

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(iii) the

Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received

by it pursuant to Section 6.05 hereof.

(d) The

Trustee will not be liable for any action it takes, suffers or omits to take in good faith that it believes to be authorized or within

the rights or powers conferred upon it by this Indenture.

(e) No

provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability.

(f) The

Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money

held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g) The

Trustee shall not be deemed to have notice of any Default or Event of Default unless a Trust Officer of the Trustee has received written

notice of any event which is in fact such a Default or Event of Default is received by the Trustee as set forth in Section 6.01 and such

notice references this Indenture.

(h) [Reserved].

(i) The

Trustee shall have no duty to inquire as to the performance of, or otherwise monitor compliance with, the Issuer’s covenants herein.

(j) Every

provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject

to the provisions of this Section.

SECTION 7.02. Rights of the Trustee.

(a) The

Trustee may conclusively rely upon any document and notice believed by it to be genuine and to have been signed or presented by the proper

Person. The Trustee need not investigate any fact or matter stated in any such document.

(b) Before

the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel, or both, unless a provision

of this Indenture makes reference to one or the other of an Officer’s Certificate or Opinion of Counsel, in which case the Trustee

may require such referred to document only. The Trustee shall not be liable for any action it takes or omits to take in good faith in

reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the

advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of

any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(d) The

Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights

or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute willful misconduct

or gross negligence.

(e) Unless

otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed

by an Officer of the Issuer.

(f) The

Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction

of any of the Holders unless such Holders shall have offered to the Trustee security, prefunding and/or indemnity satisfactory to it against

the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. The Trustee shall not be

liable to any person for having acted on instruction or direction provided to it by Holders with respect to this Indenture, the Notes

and the Escrow Agreement.

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(g) The

Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,

opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document,

but the Trustee, in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it may see

fit, and, if the Trustee shall reasonably determine to make such further inquiry or investigation, it shall be entitled to examine the

books, records and premises of the Issuer during normal business hours and upon reasonable notice, personally or by agent or attorney

at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(h) The

Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through delegates,

agents or attorneys, and the Trustee shall not be responsible for supervising or monitoring or for any willful misconduct or gross negligence

on the part of any delegate, agent or attorney appointed with due care by it under this Indenture.

(i) The

Trustee shall not be required to give any bond or surety in respect of the performance of its power and duties hereunder.

(j) The

rights, privileges, protections, immunities; limitations of liabilities, diaclaimers and benefits given to the Trustee under this Article

7, including, without limitation, its right to be indemnified and to resign, are extended to, and shall be enforceable by, U.S. Bank Trust

Company, National Association in each of its capacities hereunder as an Agent, and to each agent, Custodian and other Person employed

to act hereunder.

(k) The

permissive right of the Trustee to take or refrain from taking any actions enumerated in this Indenture shall not be construed as a duty.

(l) The

Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising

out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God;

earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; pandemics; riots; interruptions; loss

or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military

authority and governmental action.

(m) Anything

in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage

of any kind whatsoever (including but not limited to loss of profit), whether or not foreseeable, even if the Issuer has been advised

as to the likelihood of such loss or damage and regardless of the form of action. The provisions of this Section 7.01(h) shall survive

the resignation or removal of the Trustee, termination or discharge of this Indenture and repayment of the Notes.

SECTION 7.03. Individual Rights of Trustee.

The Trustee in its individual or any other capacity

may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it

would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict

within 90 days or resign. Any Agent may do the same with like rights and duties. The Trustee shall also be subject to Sections 7.10

hereof.

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SECTION 7.04. Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes

no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use

of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture,

it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall

not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale

of the Notes or pursuant to this Indenture other than its certificate of authentication.

SECTION 7.05. Notice of Defaults.

(a) The

Trustee shall not be deemed to have notice of any Default with respect to Notes unless a Trust Officer of the Trustee has received written

notice of any event which is in fact such a Default is received by a Trust Officer of the Trustee at the Corporate Trust Office of the

Trustee from the Issuer or the Holders of 30% in aggregate principal amount of the outstanding Notes, and such notice references the specific

Default or Event of Default, the Notes and this Indenture and states that it is a “Notice of Default.”

(b) If

a Default occurs and is continuing and the Trustee has received written notice as contemplated by Section 7.05(a), the Trustee shall deliver

to Holders of the Notes, notice of the Default within the earlier of 90 days after the occurrence of a Default or 30 days after written

notice of it is received by the Trustee, unless such Default shall have been cured or waived provided that, except in the case

of a Default or Event of Default in payment of principal of or interest, if any, on any Note, the Trustee may withhold the notice if and

so long as it in good faith determines that withholding the notice is in the interests of the Holders.

SECTION 7.06. [Reserved].

SECTION 7.07. Compensation and Indemnity.

The Issuer and the Guarantors shall pay to U.S.

Bank Trust Company, National Association, in each of its capacities as Trustee and Agent, from time to time reasonable compensation for

Agent’s and Trustee’s services hereunder (and, for the avoidance of doubt, the Escrow Agreement). The Trustee’s compensation

shall not be limited by any law on compensation of a trustee of an express trust. The Issuer and the Guarantors shall reimburse the Trustee

and the Agents promptly upon request for all reasonable disbursements, advances and expenses incurred or made by such party in addition

to the compensation for its services. Such expenses shall include the reasonable compensation, incurred disbursements and expenses of

the Trustee’s and Agents’ respective agents and counsel.

If a Default or Event of Default shall have occurred

or if the Trustee finds it expedient or necessary or is requested by the Issuer, the Guarantors and/or the Holders to undertake duties

which are of an exceptional nature or otherwise outside the scope of the Trustee’s normal duties under this Indenture and the Escrow

Agreement, the Issuer and the Guarantors will jointly and severally pay such additional remuneration to the Trustee calculated by reference

to the Trustee’s normal hourly rates in force from time to time.

The Issuer and the Guarantors shall, jointly and

severally, indemnify the Trustee and Agent against any and all losses, liabilities or expenses (including reasonable attorneys’

fees and expenses) incurred by it arising out of or in connection with (i) the acceptance or administration of its duties under this Indenture

and the Escrow Agreement, including the costs and expenses of enforcing this Indenture and the Escrow Agreement against the Issuer and

the Guarantors (including this Section 7.07), (ii) defending itself against any claim (whether asserted by the Issuer and the Guarantors

or any Holder or any other person) or liability, (iii) exercise or performance of any of its powers or duties hereunder and the Escrow

Agreement (including complying with any process served upon the Trustee or any of its agents, officers, employees or directors) and (iv)

fees, expenses and disbursements of the Trustee’s agents and advisors and other Persons not regularly within the Trustee’s

employ except to the extent any such loss, liability or expense may be attributable to its gross negligence, fraud or willful misconduct.

The obligations of the Issuer and the Guarantors

under this Section 7.07 shall survive the resignation or removal of the Trustee or the Agents, as applicable, the satisfaction and

discharge and the termination of this Indenture and repayment of the Notes.

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To secure the Issuer’s and the Guarantors’

payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the

Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal

of the Trustee, the satisfaction and discharge and the termination of this Indenture.

In addition, and without prejudice to the rights

provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event

of Default specified in Section 6.01(6) hereof occurs, the expenses and the compensation for the services (including the fees

and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

“Trustee” for purposes

of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and

other person employed to act hereunder; provided, however, that the gross negligence or willful misconduct of any predecessor

Trustee hereunder shall not affect the rights of any other Trustee hereunder (other than a successor Trustee that is successor by merger

or consolidation to such predecessor Trustee).

SECTION 7.08. Replacement of Trustee.

A resignation or removal of the Trustee and appointment

of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

The Trustee may resign in writing at any time and

be discharged from the trust hereby created by so notifying the Issuer. The Holders of Notes of a majority in principal amount of the

then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee

if:

(a) the

Trustee fails to comply with Section 7.10 hereof;

(b) the

Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

custodian or public officer takes charge of the Trustee or its property; or

(d) the

Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy

exists in the office of Trustee for any reason, the Issuer shall use commercially reasonable efforts to promptly appoint a successor Trustee.

If the Issuer has not appointed a successor Trustee within 60 days of after the retiring Trustee resigns or is removed, the Holders of

a majority in principal amount of the then outstanding Notes may appoint a successor Trustee.

If a successor Trustee does not take office within

60 days after the retiring Trustee resigns or is removed, (x) the retiring Trustee may (on behalf of the Issuer and at the joint

and several expense of the Issuer and the Guarantors) appoint its own successor or (y) the retiring Trustee, the Issuer, or the Holders

of Notes of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment

of a successor Trustee.

If the Trustee, after written request by any Holder

of a Note who has been a Holder of a Note for at least six months, fails to comply with Section 7.10, such Holder of a Note may petition

any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance

of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become

effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee

shall mail a notice of its succession to Holders of the Notes. The retiring Trustee shall promptly transfer all property held by it as

Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for

in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations

under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

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SECTION 7.09. Successor Trustee by Merger,

Etc.

If the Trustee consolidates, merges or converts

into, or transfers all or substantially all of its corporate trust business to, another corporation or banking association, the successor

corporation or banking association without any further act shall, if such successor corporation or banking association is otherwise eligible

hereunder, be the successor Trustee.

Subject to Section 7.10, any business entity into

which the Trustee may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion

or consolidation to which the Trustee shall be a party, or any entity succeeding to all or substantially all of the corporate trust business

of the Trustee, shall be the successor of the Trustee hereunder, without the execution or filing of any paper or any further act on the

part of any of the parties hereto.

SECTION 7.10. Eligibility; Disqualification.

There shall at all times be a Trustee hereunder

that is a Person organized and doing business under the laws of the United States of America or of any state thereof or any other jurisdiction

that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by applicable federal

or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published

annual report of condition.

SECTION 7.11. Money Held in Trust.

Money held by the Trustee in trust hereunder need

not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on or investment

of any money received by it hereunder except as otherwise agreed in writing with the Issuer.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. Option to Effect Legal Defeasance

or Covenant Defeasance.

The Parent Guarantor may, at its option, at any

time, with respect to the Notes, elect to have either Section 8.02 or 8.03 hereof applied to all Outstanding Notes upon compliance with

the conditions set forth below in this Article 8.

SECTION 8.02. Legal Defeasance and Discharge.

Upon the Parent Guarantor’s exercise under

Section 8.01 of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, be deemed to have been discharged from

their obligations with respect to all outstanding Notes on the date the conditions set forth in Section 8.04 are satisfied (hereinafter,

“Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer shall be deemed to have paid

and discharged the entire indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “Outstanding”

only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied

all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of

the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated

or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of (and premium,

if any, on) and interest on such Notes when such payments are due, solely out of the trust described in Section 8.04, (b) the Issuer’s

obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities

of the Trustee and Agents hereunder and the obligations of each of the Guarantors and the Issuer in connection therewith (including, but

not limited to, Section 7.07 hereof) and (d) this Article 8. Subject to compliance with this Article 8, the Parent Guarantor may exercise

its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 with respect to the Notes.

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SECTION 8.03. Covenant Defeasance.

Upon the Parent Guarantor’s exercise under

Section 8.01 of the option applicable to this Section 8.03, the Issuer and the Guarantors shall be released from their obligations under

any covenant contained in Sections 5.01(a)(4) and (5), 5.02, 5.03(a)(4) and in Sections 4.03 and 4.07 through 4.18 hereof with respect

to the Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”),

and the Notes shall thereafter be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration

or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding”

for all other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect to the Outstanding Notes, the Issuer

or any Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any

such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference

in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default

or an Event of Default under Section 6.01(3) and, with respect to only any Significant Subsidiary and not the Parent Guarantor or the

Issuer, Section 6.01(6), but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

SECTION 8.04. Conditions to Legal or Covenant

Defeasance.

The following shall be the conditions to the application

of either Section 8.02 or 8.03 to the Outstanding Notes:

(a) the

Parent Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements

of 7.10 who shall agree to comply with the provisions of this ‎Article 8 applicable to it) as

trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the

benefit of the Holders of such Notes; (A) cash in U.S. dollars, or (B) Government Securities, or (C) a combination thereof, in such amounts

as will be sufficient, in the written opinion of a nationally recognized firm of independent public accountants expressed in a written

certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee)

to pay and discharge, the principal of (and premium, if any) and interest on the Outstanding Notes at the Stated Maturity (or Redemption

Date, if applicable and so indicated to the Trustee in writing); provided, that upon any redemption that requires the payment of the Applicable

Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee

equal to the Applicable Premium calculated as of the date of deposit, with any deficit as of the date of redemption (any such amount,

the “Applicable Premium Deficit”) required to be deposited with the Trustee on or prior to the date of redemption;

provided that the Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such Government Securities or combination

thereof to said payments with respect to the Notes. Before such a deposit, the Issuer may give to the Trustee, in accordance with Section

‎3.03 hereof, a notice of its election to redeem all of the Outstanding Notes at a future date

in accordance with ‎Article 3 hereof, which notice shall be irrevocable. Such irrevocable redemption

notice, if given, shall be given effect in applying the foregoing; in the case of Legal Defeasance, the Parent Guarantor shall have delivered

to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions

and exclusions, (A) the Parent Guarantor has received from, or there has been published by, the Internal Revenue Service a ruling or (B)

since the issuance of the Notes, there has been a change in the applicable U.S. Federal income tax law, in either case to the effect that,

and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the

beneficial owners of the Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of

such Legal Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as

would have been the case if such Legal Defeasance had not occurred;

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(b) in

the case of Covenant Defeasance, the Parent Guarantor shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably

acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the beneficial owners of the Outstanding Notes

will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be subject

to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant

Defeasance had not occurred; and

Parent Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions

precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

SECTION 8.05. Deposited Money and U.S. Government

Securities to Be Held in Trust; Other Miscellaneous Provisions.

All cash and non-callable U.S. Government Obligations

(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05,

the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and

applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through

an agent as the Trustee may determine, to the Holders of the Notes of all sums due and to become due thereon in respect of principal,

premium, if any, and interest, but such cash and securities need not be segregated from other funds except to the extent required by law.

The Parent Guarantor shall pay and indemnify the

Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited

pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge

which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding,

the Trustee shall deliver or pay to the Parent Guarantor from time to time upon the request of the Parent Guarantor any money or non-callable

U.S. Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent

public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section

8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance

or Covenant Defeasance.

SECTION 8.06. Satisfaction and Discharge.

This Indenture shall be discharged and shall cease

to be of further effect (except as set forth in the last paragraph of this Section 8.06 and as to surviving rights registration of transfer

or exchange of the Notes expressly provided for herein or pursuant hereto) and the Trustee, at the expense of the Parent Guarantor, shall

execute proper instruments acknowledging satisfaction and discharge of this Indenture when either:

(a) all

Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced

or paid as provided in Section 2.07 and (ii) Notes for whose payment money has theretofore been deposited with the Trustee) have been

delivered to the Registrar for cancellation; or

(b) (1)

all such Notes not theretofore delivered to the Registrar for cancellation,

(i) have

become due and payable by reason of the making of a notice of redemption pursuant to Section 3.03 or otherwise,

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(ii) will

become due and payable at their Stated Maturity within one year, or

(iii) are

to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption

by the Trustee in the name, and at the expense, of the Parent Guarantor,

and either the Issuer or any Guarantor, in the case of ‎(i),

‎(ii) or ‎(iii) has irrevocably deposited or caused

to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, U.S.

dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any

reinvestment of interest to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Registrar for cancellation,

for principal, premium, if any and accrued interest to the Stated Maturity or Redemption Date, as the case may be; provided that upon

any redemption that requires the payment of the Applicable Premium, the amount deposited therefor shall be sufficient for purposes of

this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of

the notice of redemption, with any Applicable Premium Deficit required to be deposited with the Trustee on or prior to the date of redemption;

(2) the

Parent Guarantor has paid or caused to be paid all sums payable by it under this Indenture;

(3) the

Parent Guarantor has delivered irrevocable written instructions to the Trustee under this Indenture to apply the deposited cash or Government

Securities, as applicable, toward the payment of such Notes at the Stated Maturity or the Redemption Date, as the case may be; and

(4) the

Parent Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions

precedent herein to the satisfaction and discharge under this Indenture have been satisfied.

Notwithstanding the satisfaction and discharge

of this Indenture, the obligations of the Parent Guarantor to the Trustee and the Agents under Section 7.07, the obligations of the Parent

Guarantor to any Authenticating Agent under Article 2 and, if money or Government Securities shall have been deposited with the Trustee

pursuant to this Article, the obligations of the Trustee under Section 7.01 and the last paragraph of Section 2.04 shall survive such

satisfaction and discharge.

SECTION 8.07. Repayment to Issuer.

Any cash or non-callable U.S. Government Obligations

deposited with the Trustee in trust for the payment of the principal of, premium, if any, or interest on, any Note and remaining unclaimed

for one year after such principal, and premium, if any, or interest has become due and payable shall be paid to the Parent Guarantor on

its request or (if then held by the Parent Guarantor) shall be discharged from such trust; and the Holder shall thereafter, as an unsecured

creditor, look only to the Issuer for payment thereof, and all liability of the Trustee with respect to such cash and securities, and

all liability of the Issuer as trustee thereof, shall thereupon cease.

SECTION 8.08. Reinstatement.

If the Trustee is unable to apply any cash or non-callable

U.S. Government Obligations in accordance with Section 8.02 or 8.03, as the case may be, by reason of any order or judgment of any court

or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Parent Guarantor’s obligations

under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03

until such time as the Trustee is permitted to apply all such cash and securities in accordance with Section 8.02 or 8.03, as the case

may be; provided, however, that, if the Parent Guarantor makes any payment of principal of, premium, if any, or interest

on any Note following the reinstatement of its obligations, the Parent Guarantor shall be subrogated to the rights of the Holders to receive

such payment from the cash and securities held by the Trustee.

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SECTION 8.09. Survival.

The Trustee’s rights under Articles 7 and

8 shall survive termination of this Indenture or the resignation of the Trustee.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. Without Consent of Holder.

Without the consent of any Holder, the Issuer,

any Guarantor (with respect to any amendment relating to its Guarantee) and the Trustee, at any time and from time to time, may amend

or supplement this Indenture, the Notes and any related Guarantee for any of the following purposes:

(a) to

cure any ambiguity, omission, mistake, defect or inconsistency or reduce the minimum denomination of the Notes;

(b) to

provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating

to the form of the Notes (including related definitions);

comply with Article 5 hereof;

(d) to

provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders or the Trustee (including any change

required in connection with the Merger or the Assumption) that does not materially adversely affect the legal rights under this Indenture

of any Holder;

(e) to

make any change (including changing the CUSIP or other identifying number on any Notes) that would provide any additional rights or benefits

to the Holders of Notes or that does not materially adversely affect the legal rights under this Indenture of any such Holder;

(f) to

secure the Notes or add covenants for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Issuer

or any Guarantor;

(g) to

evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee, successor paying agent (or any other

applicable agent) in a manner not otherwise prohibited by this Indenture;

(h) to

provide for the issuance of Additional Notes;

(i) to

add an obligor or a Guarantor under this Indenture; to add security to or for the benefit of the Notes, or to confirm and evidence the

release, termination, discharge or retaking of any Guarantee or lien with respect to or securing the Notes when such release, termination,

discharge or retaking is not prohibited by this Indenture;

(j) to

conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of Notes” section of the

Offering Memorandum;

(k) to

amend the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without

limitation, to facilitate the issuance and administration of the Notes; provided that such amendment does not materially and adversely

affect the rights of Holders to transfer Notes;

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(l) to

release any Guarantor from its Guarantee pursuant to this Indenture when not prohibited or required by this Indenture;

(m) to

release and discharge any lien securing the Notes when not prohibited by this Indenture;

(n) to

comply with the rules of any applicable securities depositary; or

(o) at

the Issuer’s election, comply with any requirement of the SEC in connection with the qualification of this Indenture under the Trust

Indenture Act.

Upon the request of the Issuer, and upon receipt

by the Trustee of the documents described in Section 9.05 hereof, the Trustee and the Agents shall join with the Issuer and/or any Guarantor

in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further

appropriate agreements and stipulations that may be therein contained, but neither the Trustee nor the Agents shall be obligated to enter

into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

After an amendment, supplement or waiver under

this Section 9.01 becomes effective, the Issuer shall deliver (by (i) means of electronic transmission in accordance with the applicable

procedures of the Depositary, (ii) filing a copy with the SEC or (iii) posting to the website contemplated by Section 4.03) to the

Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such

notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture

or waiver.

SECTION 9.02. With Consent of Holders of Notes.

(a) With

the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes, the Issuer, any Guarantor (with respect

to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, any Guarantee and the

Notes for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions or of modifying

in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender

offer or exchange offer for, the Notes) and any existing Default or Event of Default or compliance with any provision of this Indenture,

the Notes and any related Guarantee may be waived with the consent of the Holders of not less than a majority in principal amount of the

Outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (other than any Debt Fund Affiliate) (including

consents obtained in connection with a purchase of or tender offer or exchange offer for Notes); provided that, without consent of the

Holder of each Outstanding Note affected thereby, no such amendment, supplement or waiver shall be made to:

(1) reduce

the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce

the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of

such Notes (other than provisions relating to (a) notice periods (to the extent consistent with applicable requirements of clearing and

settlement systems) for redemption and conditions to redemption and (b) the covenants described Sections 4.11 and 4.15);

(3) reduce

the rate of or change the time for payment of interest on any Note (other than provisions relating to the covenants described in Sections

4.11 and 4.15);

(4) waive

a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes issued under this Indenture,

except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and

a waiver of the payment default that resulted from such acceleration;

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(5) make

any Note payable in money other than that stated therein;

(6) reduce

the percentage of the principal amount of Notes required to be held by Holders in order for such Holders to approve a proposed amendment

or waiver of this Indenture;

(7) amend

the contractual right expressly set forth in this Indenture or the Notes of any Holder to institute suit for the enforcement of any payment

on or with respect to such Holder’s Notes on or after the due dates therefor; or

(8) make

any change to or modify the ranking of any Note or related Guarantee that would adversely affect the Holders of the Notes.

(b) It

shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed

amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment or waiver under

either this Indenture, the Notes, as applicable, or any Guarantee, by any Holder given in connection with a tender or exchange of such

Holder’s Notes will not be rendered invalid by such tender or exchange.

the avoidance of doubt, no amendment to, or deletion of any of the covenants described under Sections 4.03, 4.04, 4.07, 4.09, 4.10. 4.11,

4.12. 4.13. 4.14, 4.15, 4.17 or 4.18 or action taken in compliance with the covenants in effect at the time of such action, shall be deemed

to impair or affect any legal rights of any Holders of the Notes to receive payment of principal of or premium, if any, or interest on

the Notes or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes.

SECTION 9.03. Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes

effective, a consent to it by a Holder is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion

thereof that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However,

subject to the terms of the consent solicitation or similar liability management exercise, any such Holder or subsequent Holder may revoke

the consent as to its Note or portion thereof if the Trustee receives written notice of revocation before the date the waiver, supplement

or amendment becomes effective. An amendment, supplement or waiver shall become effective in accordance with its terms and thereafter

shall bind every Holder.

SECTION 9.04. Trustee and Agents to Sign Amendments.

The Trustee and Agents shall sign any amended or

supplemental indenture and/or Escrow Agreement authorized pursuant to this Article 9 if the amendment or supplement does not adversely

affect the rights, duties, liabilities or immunities of the Trustee and Agents, as applicable. In executing any amended or supplemental

indenture and/or Escrow Agreement, the Trustee and Agents shall be provided with and (subject to Section 7.01 hereof) shall be fully protected

in relying upon an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture

and/or Escrow Agreement is authorized or permitted by this Indenture (and, if applicable, the Escrow Agreement) and that such amended

or supplemental indenture and/or Escrow Agreement is the legal, valid and binding obligations of the Issuer and any Guarantor executing

such document, enforceable against such Person in accordance with its terms, subject to customary exceptions and that all conditions precedent

in this Indenture (and, if applicable, the Escrow Agreement) for such amendment or supplement indenture and/or Escrow Agreement have been

fulfilled.

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ARTICLE 10

GUARANTEES

SECTION 10.01. Guarantees.

Each Guarantor that executes a supplemental indenture

in the form of Exhibit D hereto on the Escrow Release Date or that executes a supplemental indenture in the form of Exhibit

E hereto, will hereby fully, unconditionally and irrevocably guarantee on a senior unsecured basis, jointly and severally, to each

Holder and to the Trustee, the Agents and their respective successors and assigns (a) the full and punctual payment of principal

of and interest on the Notes when due, whether at Stated Maturity, by acceleration or otherwise, and all other monetary obligations of

the Issuer under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other

monetary obligations of the Issuer under this Indenture and the Notes (all such obligations set forth in clauses (a) and (b) above being

hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed

Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor

will remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation.

Each Guarantor waives presentation to, demand of,

payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor

waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected

by (a) the failure of any Holder, the Trustee or Agents to assert any claim or demand or to enforce any right or remedy against the

Issuer, any other Guarantor or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension

or renewal of any obligation of the Issuer under this Indenture or any Note, by operation of law or otherwise; (c) any rescission,

waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; or (d) except

as set forth in Section 10.05, any change in the ownership of such Guarantor.

Each Guarantor further agrees that its Guarantee

will constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to

require that any resort be had by any Holder, the Trustee or Agents to any security held for payment of the Guaranteed Obligations.

Each Guarantor further agrees that its Guarantee

shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest

on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder, the Trustee or Agents upon the bankruptcy or reorganization

of the Issuer or otherwise.

Each Guarantor further agrees that, as between

it, on the one hand, and the Holders, the Trustee and the Agents, on the other hand, (x) the maturity of the Guaranteed Obligations

may be accelerated as provided in Article 6 for the purposes of such Guarantor’s Guarantee herein, notwithstanding any stay,

injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any

declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not

due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section.

Each Guarantor also agrees to jointly and severally

pay any and all fees, costs and expenses (including reasonable attorneys’ fees and expenses and indemnity payments) incurred by

the Trustee or the Agents in enforcing any rights under this Section, this Indenture and the Notes.

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SECTION 10.02. Limitation on Liability.

Each Subsidiary Guarantor, and by its acceptance

hereof each Holder, confirms that it is the intention of all such parties that the guarantee by each such Subsidiary Guarantor pursuant

to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance

Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent

transfer or conveyance. To effectuate the foregoing intention, the Holders and each such Subsidiary Guarantor hereby irrevocably agree

that the obligations of such Subsidiary Guarantor under its Guarantee shall be limited to the maximum amount that will not, after giving

effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments

made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to this

Section 10.02, result in the obligations of such Guarantor under its Guarantee constituting such fraudulent transfer or conveyance.

SECTION 10.03. Successors and Assigns.

This Article 10 shall be binding upon each

Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee, the Agents and the

Holders and, in the event of any transfer or assignment of rights by any Holder, the Trustee or the Agents, the rights and privileges

conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee,

all subject to the terms and conditions of this Indenture.

SECTION 10.04. No Waiver.

Neither a failure nor a delay on the part of either

the Trustee, the Agents or the Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver

thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights,

remedies and benefits of the Trustee, the Agents and the Holders herein expressly specified are cumulative and not exclusive of any other

rights, remedies or benefits which either may have under this Article 10 at law, in equity, by statute or otherwise.

SECTION 10.05. Release of Guarantor.

Any Guarantee by a Guarantor of the Notes shall

be automatically and unconditionally released and discharged upon:

(A)

in the case of a Subsidiary Guarantor, any sale, exchange or transfer (including by merger or otherwise) of (i) the Capital Stock of such

Subsidiary Guarantor (including any sale, exchange or transfer) after which the applicable Subsidiary Guarantor is no longer a Restricted

Subsidiary or (ii) all or substantially all of the assets of such Subsidiary Guarantor, in each case to the extent such sale, exchange

or transfer is made in a manner not prohibited by this Indenture;

(B) the

release or discharge of the guarantee by, or direct obligation of, such Guarantor with respect to the Senior Secured Credit Facilities,

except a discharge or release by or as a result of payment under such guarantee;

the case of a Subsidiary Guarantor, the designation of any Guarantor as an Unrestricted Subsidiary in a manner not prohibited by this

Indenture or the occurrence of any event following which the Subsidiary Guarantor is no longer a Restricted Subsidiary in a manner not

prohibited by this Indenture;

(D) defeasance

or discharge of the Notes under Sections 8.02, 8.03 or 8.06 of this Indenture;

(E) the

merger or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger or

consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor;

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(F) the

occurrence of a Covenant Suspension Event; or

(G) as

described under Section 9.01 or 9.02.

Notwithstanding clause (F) above, if, after any

Covenant Suspension Event, a Reversion Date shall occur, then the Suspension Period with respect to such Covenant Suspension Event shall

terminate and all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by each Guarantor

(to the extent such Guarantee is required by Section 4.13 shall be taken within 90 days after such Reversion Date or as soon as reasonably

practicable following such 90 days.

Upon any occurrence giving rise to a release of

a Guarantee, as specified above, the Trustee, subject to receipt of an Officer’s Certificate from the Parent Guarantor and at the

Parent Guarantor’s expense, will execute such documents reasonably requested by the Parent Guarantor in order to evidence or effect

such release, discharge and termination in respect of such Guarantee. None of the Issuer, the Trustee or any Guarantor will be required

to make a notation on the Notes to reflect any such release, discharge or termination. The Trustee shall not be liable for any such release

undertaken in reliance upon any such Officer’s Certificate.

SECTION 10.06. Contribution.

Each Guarantor that makes a payment under its Guarantee

shall be entitled upon payment in full of all Guaranteed Obligations to contribution from each Guarantor, as applicable, in an amount

equal to such Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time

of such payment determined in accordance with GAAP.

ARTICLE 11

MISCELLANEOUS

SECTION 11.01. [Reserved].

SECTION 11.02. Notices.

Any notice or communication by the Issuer, the

Trustee or an Agent to the other parties is duly given if in writing in English and delivered in person or mailed by first class mail

(registered or certified, return receipt requested), facsimile or electronic transmission or overnight air courier guaranteeing next-day

delivery, to the other’s address:

If to the Issuer:

ADI Global Distribution Inc.

275 Broadhollow Road, Suite 400

Melville, New York 11747

E-mail: Deirdre.Hill@adiglobal.com

Attention: Deirdre Hill

with a copy to

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

E-mail: rleaf@willkie.com; jablan@willkie.com

Attention: Russell Leaf & John Ablan

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If to the Trustee, Registrar, Paying Agent

or Authenticating Agent:

U.S. Bank Trust Company, National Association

1255 Corporate Drive, 6th Floor

Irving, TX 75038

Attention: ADI Global Distribution Administrator

Email: michael.herberger@usbank.com

The Issuer, the Trustee or the Agents, by notice

to the other, may designate additional or different addresses for subsequent notices or communications.

The Trustee and the Agents, as applicable, agree

to accept and act upon email with portable document format (PDF) attached or facsimile transmission of written instructions pursuant to

this Indenture; provided, however, that (a) the party providing such written instructions, subsequent to such transmission

of written instructions, shall provide the originally executed instructions in a timely manner and (b) such originally executed instructions

or directions shall be signed by an authorized representative of the party providing such instructions or directions.

All notices and communications (other than those

sent to the Trustee, Agents or Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered;

five calendar days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if sent by facsimile transmission;

and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next-day delivery. All notices

and communications to the Trustee, Agents or Holders shall be deemed duly given and effective only upon receipt. Any notice or communication

to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing

next day delivery to its address shown on the security register for the Notes. Failure to mail a notice or communication to a Holder or

any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner

provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuer mails a notice or communication to

Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Any notice or demand will be deemed to have been

sufficiently given or served when so sent or deposited and, if to the Holders, when delivered in accordance with the applicable rules

and procedures of DTC, Euroclear, Clearstream or any alternative clearing system, as the case may be. Any such notice shall be deemed

to have been delivered on the date of such notice.

SECTION 11.03. [Reserved].

SECTION 11.04. Certificate and Opinion as to

Conditions Precedent.

Upon any request or application by the Issuer to

the Trustee or an Agent to take any action under any provision of this Indenture (unless otherwise specified in this Indenture and other

than the initial issuance of the Notes), the Issuer shall furnish to the Trustee and/or Agent, as applicable:

(a) an

Officer’s Certificate in form and substance reasonably satisfactory to the Trustee and/or Agent, as applicable, (which shall include

the statements set forth in Section 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants,

if any, provided for in this Indenture relating to the proposed action have been complied with; and

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(b) an

Opinion of Counsel in form and substance reasonably satisfactory to the Trustee and/or Agent, as applicable, (which shall include the

statements set forth in Section 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants,

if any, have been complied with.

SECTION 11.05. Statements Required in Certificate

or Opinion.

Each certificate or opinion with respect to compliance

with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof) and shall

include:

(a) a

statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a

brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such

certificate or opinion are based;

statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable such Person

to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a

statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

SECTION 11.06. Rules by Trustee and Agents.

The Trustee may make reasonable rules for action

by or at a meeting of Holders. The Registrar, Paying Agent or Authenticating Agent may make reasonable rules and set reasonable requirements

for its functions.

SECTION 11.07. No Personal Liability of Directors,

Managers, Officers, Employees and Stockholders.

No past, present or future director, manager, officer,

employee, incorporator or stockholder of the Issuer, any Guarantor or the Trustee, as such, shall have any liability for any obligations

of the Issuer or of the Guarantors under the Notes, this Indenture, the Guarantees or for any claim based on, in respect of, or by reason

of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and

release are part of the consideration for issuance of the Notes.

SECTION 11.08. Governing Law; Waiver of Jury

Trial.

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL

GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS

OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK, IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY, OR OF THE UNITED STATES OF AMERICA

FOR THE SOUTHERN DISTRICT OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.

EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE

IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING

OUT OF OR RELATING TO THIS INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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SECTION 11.09. No Adverse Interpretation of

Other Agreements.

This Indenture may not be used to interpret any

other indenture, loan or debt agreement of the Issuer or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement

may not be used to interpret this Indenture.

SECTION 11.10. Successors.

All covenants and agreements of the Issuer in this

Indenture and the Notes shall bind its successors. All covenants and agreements of the Trustee and the Agents in this Indenture shall

bind their respective successors.

SECTION 11.11. Severability.

In case any provision in this Indenture or in the

Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any

way be affected or impaired thereby.

SECTION 11.12. Counterpart Originals.

The parties may sign any number of copies of this

Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The parties hereto agree that

this Indenture, any documents to be delivered pursuant to this Indenture and any notices hereunder (the “Executed Documentation”)

may be transmitted between them by facsimile or electronic format (e.g., “.pdf” or “.tif”), which transmission

shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture

for all purposes. The words “execution,” “signed,” “signature,” and words of like import in this Indenture

or any agreement entered into in connection herewith shall be deemed to include electronic signatures or the keeping of records in electronic

form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based

recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures

in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on

the Uniform Electronic Transactions Act (e.g. DocuSign). When the Trustee and the Agents act on any Executed Documentation sent by electronic

transmission, the Trustee and the Agents will not be responsible or liable for any losses, costs or expenses arising therefrom if such

Executed Documentation (a) is not an authorized or authentic communication of the party involved or in the form such party sent or intended

to send (whether due to fraud, distortion or otherwise) or (b) conflicts with, or is inconsistent with, a subsequent written instruction

or communication; it being understood and agreed that the Trustee and the Agents shall conclusively presume that Executed Documentation

that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party

providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising

out of such electronic methods, including the risk of the Trustee and the Agents acting on unauthorized instructions and the risk of interception

and misuse by third parties. The Trustee may authenticate the Global Notes by manual, electronic or facsimile signature.

SECTION 11.13. Table of Contents, Headings,

Etc.

The table of contents, cross-reference table and

headings in this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and

shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 11.14. Force Majeure.

In no event shall the Trustee or the Agents be

responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or

indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil

or military disturbances, epidemic, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities,

communications or computer (software and hardware) services or the unavailability of the Federal Reserve Bank wire or facsimile or other

wire or communication facility; it being understood that the Trustee and the Agents, as applicable, shall use reasonable efforts which

are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

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SECTION 11.15. Patriot Act.

In order to comply with the laws, rules, regulations

and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to

the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable

AML Law”), the Trustee and Agent are required to obtain, verify, record and update certain information relating to individuals and

entities which maintain a business relationship with the Trustee and Agent. Accordingly, each of the parties agree to provide to the Trustee

and Agent, upon their reasonable request from time to time such identifying information and documentation as may be reasonably available

for such party in order to enable the Trustee and Agent to comply with Applicable AML Law.

ARTICLE 12

ESCROW MATTERS

SECTION 12.01. Escrow Account.

On the Issue Date, the Escrow Issuer, the Escrow

Agent and the Trustee shall enter into the Escrow Agreement, pursuant to which the Escrow Issuer will deposit (or cause to be deposited)

the gross proceeds of the offering of the Notes issued on the Issue Date into the Escrow Account.

The Escrow Issuer shall grant the Trustee, upon

the terms set forth in the Escrow Agreement and for the benefit of the Holders of the Notes, a first-priority security interest in the

Escrow Account and all deposits therein to secure the Escrow Issuer’s obligation pursuant to Section 3.09 hereof.

Other than as permitted under the Escrow Agreement,

the Escrow Issuer will only be entitled to direct the Escrow Agent to release the Escrowed Funds (in which case the Escrowed Funds will

be paid to or as directed by the Escrow Issuer) upon delivery to the Escrow Agent and the Trustee, on or prior to the Escrow Outside Date,

of a Full Release Officer’s Certificate, certifying that the Escrow Release Conditions have been satisfied.

SECTION 12.02. Special Mandatory Redemption.

If a Special Mandatory Redemption of the Notes

is to occur pursuant to Section 3.09 hereof, the Escrow Agent will cause the release of the Escrowed Funds to the Trustee in accordance

with the terms of the Escrow Agreement. The Trustee shall apply the Escrowed Funds to the payment of the Special Mandatory Redemption

Price, as set forth in Section 3.09 hereof.

SECTION 12.03. Release of Escrowed Funds.

Upon delivery of the Full Release Officer’s

Certificate, the Escrow Agreement provides that the Escrow Agent will cause the release of the proceeds of such Escrowed Funds to or on

the order of the Escrow Issuer on the Escrow Release Date in accordance with the terms of the Escrow Agreement.

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SECTION 12.04. Activities Prior to the Escrow

Release Date.

From the Issue Date, and prior to the Escrow Release

Date, the Escrow Issuer’s primary activities will be restricted to (i) performing its obligations in respect of the Notes, this

Indenture, and the Escrow Agreement, (ii) redeeming the Notes, if applicable, pursuant to mandatory redemption provisions included herein

and (iii) conducting such other activities as are necessary or appropriate to carry out the foregoing activities. Prior to the Escrow

Release Date, the Escrow Issuer shall not issue any Indebtedness other than the Notes, or own, hold or otherwise have any interest in

any assets other than the Escrow Account, Cash Equivalents, Eligible Escrow Investments and the Equity Commitment Letter.

SECTION 12.05. Trustee Direction to Execute

Escrow Agreement.

The Trustee is hereby authorized and directed to

execute and deliver the Escrow Agreement.

The Trustee accepts no responsibility or liability

for any acts, omissions or defaults of the Escrow Agent. The Trustee shall not be responsible or liable in any manner whatsoever for the

creation, perfection, legality, effectiveness and enforceability under applicable laws of the Escrow Agreement or the security interest

created thereunder.

SECTION 12.06. Cessation of Certain Escrow

Provisions.

Upon consummation of the Spin-Off,

the Sections 3.09, 6.01(8) and 12.04 of this Indenture will cease to apply.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused

this Indenture to be duly executed as of the day and year first above written.

ESCROW ISSUER:

ADI ESCROW ISSUER LLC

By:

/s/ Ian Schlegel

Name:

Ian Schlegel

Title:

Treasurer

TRUSTEE:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

By:

/s/ Michael K. Herberger

Name:

Michael K. Herberger

Title:

Vice President

[Signature Page for Indenture]

EXHIBIT A

[FORM OF FACE OF NOTE]

[Global Note Legend]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS

DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE

TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION

2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,

(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE REGISTRAR FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL

NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE

OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY

OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A

SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF

THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY

CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE

OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY

TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE

& CO., HAS AN INTEREST HEREIN.

[Private Placement Legend]

THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION

HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION

OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1)

REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE

144A”)) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER

THE SECURITIES ACT (“REGULATION S”), (2) AGREES TO OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTE PRIOR TO THE EXPIRATION

OF THE HOLDING PERIOD THEN IMPOSED BY RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION) ONLY (A) FOR SO LONG AS THE NOTES

ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR

ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE

ON RULE 144A, (B) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION

S MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT INCLUDING THE EXEMPTION PROVIDED BY RULE 144 THEREUNDER, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH

HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, SUBJECT TO THE ISSUER’S OR

THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,

CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.

[Regulation S Global Note Legend]

BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS

THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, AND IS ACQUIRING THIS SECURITY IN AN

OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

A-1

CUSIP:____________

ISIN: ____________

[RULE 144A][REGULATION S] GLOBAL NOTE

7.125% Senior Notes due 2034

No. ___ $[____________]

ADI ESCROW ISSUER LLC

promises to pay to Cede & Co., or registered assigns, the principal

sum of _______________________DOLLARS on July 15, 2034, as such amount may be changed from time to time pursuant to the Schedule of Exchanges

of Interests attached hereto.

Interest Payment Dates: January 15 and July 15

Record Dates: January 1 and July 1

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ADI ESCROW ISSUER LLC

By:

Name:

Title:

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This is one of the Notes referred to

in the within-mentioned Indenture:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Authenticating Agent

By:

Name:

Title:

Date:

[●]

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[Form

of reverse side of Note]

7.125% Senior Note due 2034

Capitalized terms used herein shall have the meanings

assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST.

ADI Escrow Issuer LLC (the “Escrow Issuer”), promises to pay interest on the principal amount of this Note at

a rate per annum of 7.125% from June 30, 2026 until maturity or earlier redemption or repayment of the Note. The Issuer will pay interest

on this Note semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2027, or, if any such day is not

a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). The Issuer will make

each interest payment to the Holder of record of this Note on the immediately preceding January 1 and July 1 (each, a “Regular

Record Date”). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest

has been paid, from and including June 30, 2026. The Issuer will pay interest (including post-petition interest in any proceeding under

any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate borne by this Note; it shall pay

interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard

to any applicable grace periods) from time to time on demand at the rate borne by this Note. Interest will be computed on the basis of

a 360-day year comprised of twelve 30-day months.

2. METHOD

OF PAYMENT. The Issuer will pay interest on this Note to the Person who is the registered Holder of this Note at the close of business

on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this Note is cancelled after such

record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted

interest. All payments of principal, premium, if any, and interest on, Notes represented by Global Notes registered in the name of or

held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders

thereof and all payments of principal, premium, if any, and interest with respect to certificated Notes will be made by wire transfer

to the designated U.S. dollar account maintained by the payee with a bank in the United States. If the Issuer or any of its Subsidiaries

act as paying agent, payment of interest may be made by check mailed to the Holders at their addresses set forth in the Note Register

of Holders. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for

payment of public and private debts.

3. AUTHENTICATING

AGENT, PAYING AGENT AND REGISTRAR. Initially, U.S. Bank Trust Company, National Association will act as Authenticating Agent, Paying Agent

and Registrar. The Issuer may change any Authenticating Agent, Paying Agent or Registrar without notice to the Holders. The Issuer or

any of its Subsidiaries may act in any such capacity.

4. INDENTURE.

The Escrow Issuer issued the Notes under an Indenture, dated as of June 30, 2026 (the “Indenture”), among the

Escrow Issuer, the Guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the

Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture,

the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL

REDEMPTION. At any time prior to July 15, 2029, the Issuer may redeem all or part of the Notes, at a redemption price equal to 100% of

the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding,

the Redemption Date (subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on

the relevant Interest Payment Date).

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On and after July 15, 2029, the Issuer may redeem

the Notes, in whole or in part, at the following redemption prices (expressed as percentages of principal amount of Notes to be redeemed)

set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right

of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed

during the twelve-month period beginning on July 15 of each of the years indicated below:

Year

Percentage

2029

103.563

2030

101.781

2031 and thereafter

100.000

In addition, prior to July 15, 2029, the Issuer

may, at its option, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at

a redemption price equal to 107.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to,

but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date

to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent

such net cash proceeds are received by or contributed to the Issuer; provided that at least 50% of the sum of the aggregate principal

amount of Notes originally issued under this Indenture (including any Additional Notes issued under this Indenture after the Issue Date)

remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption

occurs within 180 days of the date of closing of each such Equity Offering.

In connection with any tender offer, Change of

Control Offer, Asset Sale Offer, exchange offer or other offer for the Notes, if Holders of not less than 90% in aggregate principal amount

of the outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Issuer, or any third party making

such offer in lieu of the Issuer, purchases all of the Notes validly tendered or exchanged and not validly withdrawn by such Holders,

the Issuer or such third party will have the right, upon not less than 10 days nor more than 60 days’ prior notice as set forth

in Section 3.03, provided that such notice is given not more than 60 days following such purchase or exchange date, to redeem all

Notes that remain outstanding following such purchase pursuant to such tender or exchange offer (or other offer to purchase or exchange)

for consideration (which may consist of cash, Indebtedness, debt or equity securities or other assets) equal to the consideration delivered

to each other Holder in such offer (which may be less than par and excluding any early tender, exchange or incentive fee in such offer)

plus, to the extent not included in the offer consideration, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption

Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date

falling prior to or on the Redemption Date.

Any redemption pursuant to this Section 5 shall

be made pursuant to the provisions of Section 3.07 of the Indenture.

6. OFFERS

TO REPURCHASE. Upon the occurrence of a Change of Control, the Issuer shall make a Change of Control Offer in accordance with Section

4.11 of the Indenture.

7. MANDATORY

REDEMPTION. Except as set forth in Sections 3.09 regarding a Special Mandatory Redemption of the Indenture, the Issuer shall not be required

to make mandatory redemption or sinking fund payments with respect to the Notes.

8. NOTICE

OF REDEMPTION. At least 10 days but not more than 60 days before a Redemption Date, the Issuer shall electronically deliver, mail or cause

to be electronically delivered or mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at

its registered address or otherwise in accordance with the procedures of the Depositary except that (i) a notice of redemption may be

mailed or sent more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a

satisfaction and discharge of this Indenture and (ii) notice of Special Mandatory Redemption shall be mailed or sent as set forth in Section

3.09 Any redemption and notice thereof may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions

precedent.

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9. DENOMINATIONS,

TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in

excess of $2,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar may require

a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any

taxes and fees required by law or permitted by the Indenture. The Registrar shall not be required to register the transfer of or exchange

of (a) any Note selected for redemption in whole or in part pursuant to Article 3 of the Indenture, except the unredeemed portion of any

Note being redeemed in part, or (b) any Note for a period beginning 15 days before the mailing of a notice of an offer to repurchase or

redeem Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment

of interest), and ending on such mailing date or Interest Payment Date, as the case may be.

10. PERSONS

DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

11. AMENDMENT,

SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

12. DEFAULTS

AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other

than an Event of Default specified in Section 6.01(6) with respect to the Issuer) occurs and is continuing, the Trustee or the Holders

of at least 30% in principal amount of the then outstanding Notes may declare the principal of and accrued but unpaid interest on all

the Notes to be due and payable immediately by notice in writing to the Issuer and the Trustee (if given by the Holders). If an Event

of Default specified in Section 6.01(6) with respect to the Issuer occurs and is continuing, then all Outstanding Notes shall become due

and payable without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in

the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct

the Trustee in its exercise of any trust or power.

13. AUTHENTICATION.

This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the

manual or electronic signature of the Trustee or Authenticating Agent.

14. GOVERNING

LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES.

15. CUSIP

AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Escrow

Issuer has caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee or Registrar may use CUSIP and ISIN numbers in notices

of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes

or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

A-7

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D.

no.)

(Print or type assignee’s name, address and

zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuer. The agent may substitute

another to act for him.

Date:

Your Signature:

(Sign exactly as your name appears

on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program

(or other signature guarantor acceptable to the Registrar).

A-8

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased

by the Issuer pursuant to Section 4.11 of the Indenture, check the box below:

[ ] Section 4.11

If you want to elect to have only part of this Note

purchased by the Issuer pursuant to Section 4.11 of the Indenture, state the amount you elect to have purchased:

$________________

Date:

Your Signature:

(Sign exactly as your name appears

on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program

(or other signature guarantor acceptable to the Registrar).

A-9

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL

NOTE*

The initial outstanding principal amount of this

Global Note is $___________. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Certificated

Note, or exchanges of a part of another Global or Certificated Note for an interest in this Global Note, have been made:

Date of Exchange

Amount of

decrease in

Principal

Amount of this

Global Note

Amount of

increase in

Principal

Amount of this

Global Note

Principal

Amount of this

Global Note

following such

decrease or

increase

* This schedule should be included only if the Note is issued

in global form.

A-10

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

ADI Global Distribution Inc.

275 Broadhollow Road, Suite 400

Melville, New York 11747

E-mail: [●]

Attention: [●]

U.S. Bank Trust Company, National Association

1255 Corporate Drive, 6th Floor

Irving, TX 75038

Attention: ADI Global Distribution Administrator

Email: michael.herberger@usbank.com

Re: 7.125% Senior Notes due 2034

Reference is hereby made to the Indenture, dated

as of June 30, 2026 (the “Indenture”), among ADI Escrow Issuer LLC, the Guarantors from time to time party thereto

and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Capitalized terms used but not

defined herein shall have the meanings given to them in the Indenture.

____________________ (the “Transferor”)

owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_______________

in such Note[s] or interests (the “Transfer”), to ____________

(the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor

hereby certifies that:

[CHECK ALL THAT APPLY]

1. ☐ CHECK

IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR RELEVANT CERTIFICATED NOTE PURSUANT TO RULE

144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended

(the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest

or Certificated Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or

Certificated Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion,

and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction

meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of

the United States.

2. ☐ CHECK

IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S GLOBAL NOTE OR RELEVANT CERTIFICATED NOTE PURSUANT

TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 and, accordingly, the Transferor

hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was

originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and

believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated

offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged

with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b)

or Rule 904(b) of Regulation S, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities

Act and (iv) if the proposed transfer is being made prior to the expiration of the applicable Restricted Period, the transfer is not being

made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed

transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Note will be subject to the

restrictions on Transfer enumerated in the Indenture and the Securities Act.

B-1

3. ☐ CHECK

AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT CERTIFICATED NOTE PURSUANT TO ANY PROVISION OF

THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable

to beneficial interests in Restricted Global Notes and Restricted Certificated Notes and pursuant to and in accordance with the Securities

Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies

that (check one):

(a)

☐ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or

(b) ☐

such Transfer is being effected to the Issuer or a subsidiary thereof.

4. ☐ CHECK

IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED CERTIFICATED NOTE.

(a) ☐ CHECK IF TRANSFER IS

PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in

compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the

United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in

order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the

Indenture, the transferred beneficial interest or Certificated Note will no longer be subject to the restrictions on transfer

enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Certificated Notes and in the

Indenture.

(b) ☐

CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule

904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state

of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required

in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the

Indenture, the transferred beneficial interest or Certificated Note will no longer be subject to the restrictions on transfer enumerated

in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Certificated Notes and in the Indenture.

CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from

the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions

contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on

transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities

Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or

Certificated Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted

Global Notes or Restricted Certificated Notes and in the Indenture.

This certificate and the statements contained herein

are made for your benefit and the benefit of the Issuer.

[Insert Name of Transferor]

By:

Name:

Title:

Dated:

B-2

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) ☐ a beneficial interest in the:

(i) ☐ 144A Global Note ([CUSIP: ]),

(ii) ☐ Regulation S Global Note ([CUSIP: ]),

(b) ☐ a Restricted Certificated Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) ☐ a beneficial interest in the:

(i) ☐ 144A Global Note ([CUSIP: ]),

(ii) ☐ Regulation S Global Note ([CUSIP: ])or

(iii) ☐ Unrestricted Global Note ([ ] [

]); or

(b) ☐ a Restricted Certificated Note; or

with the terms of the Indenture.

B-3

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

ADI Global Distribution Inc.

275 Broadhollow Road, Suite 400

Melville, New York 11747

E-mail: [●]

Attention: [●]

U.S. Bank Trust Company, National Association

1255 Corporate Drive, 6th Floor

Irving, TX 75038

Attention: ADI Global Distribution Administrator

Email: michael.herberger@usbank.com

Re: 7.125% Senior Notes due 2034

Reference is hereby made to the Indenture, dated

as of June 30, 2026 (the “Indenture”), among ADI Escrow Issuer LLC, the Guarantors from time to time party thereto

and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Capitalized terms used but not

defined herein shall have the meanings given to them in the Indenture.

________________ (the “Owner”)

owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________in such

Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1) EXCHANGE

OF RESTRICTED CERTIFICATED NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED CERTIFICATED NOTES OR BENEFICIAL

INTERESTS IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES

a) ☐

CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE

SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest

in an Unrestricted Global Note of the same series in an equal principal amount, the Owner hereby certifies (i) the beneficial interest

is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer

restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended

(the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement

Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global

Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

b) ☐

CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED CERTIFICATED NOTE OF THE SAME SERIES. In connection

with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Certificated Note of the same

series, the Owner hereby certifies (i) the Certificated Note is being acquired for the Owner’s own account without transfer, (ii)

such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to

and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend

are not required in order to maintain compliance with the Securities Act and (iv) the Certificated Note is being acquired in compliance

with any applicable blue sky securities laws of any state of the United States.

C-1

c) [

] CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. In

connection with the Owner’s Exchange of a Restricted Certificated Note for a beneficial interest in an Unrestricted Global Note

of the same series, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without

transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Certificated Notes

and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private

Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired

in compliance with any applicable blue sky securities laws of any state of the United States.

d) [

] CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED NOTE TO UNRESTRICTED CERTIFICATED NOTE OF THE SAME SERIES. In connection with the

Owner’s Exchange of a Restricted Certificated Note for an Unrestricted Certificated Note of the same series, the Owner hereby certifies

(i) the Unrestricted Certificated Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been

effected in compliance with the transfer restrictions applicable to Restricted Certificated Notes and pursuant to and in accordance with

the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in

order to maintain compliance with the Securities Act and (iv) the Unrestricted Certificated Note is being acquired in compliance with

any applicable blue sky securities laws of any state of the United States.

2) EXCHANGE

OF RESTRICTED CERTIFICATED NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED CERTIFICATED NOTES OF THE SAME SERIES

OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES OF THE SAME SERIES

a) [

] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED CERTIFICATED NOTE OF THE SAME SERIES. In connection

with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Certificated Note of the same

series with an equal principal amount, the Owner hereby certifies that the Restricted Certificated Note is being acquired for the Owner’s

own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted

Certificated Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed

on the Restricted Certificated Note and in the Indenture and the Securities Act.

b) [

] CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection

with the Exchange of the Owner’s Restricted Certificated Note for a beneficial interest in the [CHECK ONE] [ ] 144A Global Note

[ ] Regulation S Global Note of the same series, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest

is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer

restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with

any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with

the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement

Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein

are made for your benefit and the benefit of the Issuer and are dated _____________.

[Insert Name of Transferor]

By:

Name:

Title:

Dated:

C-2

EXHIBIT D

FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED ON THE ESCROW RELEASE DATE

Supplemental Indenture (this “Supplemental

Indenture”), dated as of ______________, among ADI Global Distribution Funding LLC (the “Assumption Issuer”),

ADI Global Distribution Inc. (the “Parent Guarantor”), the Subsidiary Guarantors listed on the signature pages

hereto (together with the Parent Guarantor, the “Guarantors”) and U.S. Bank Trust Company, National Association,

as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, ADI Escrow Issuer LLC, a Delaware limited

liability company (the “Escrow Issuer”), has heretofore executed and delivered to the Trustee that certain Indenture

(the “Indenture”), dated as of June 30, 2026, providing for the issuance of an unlimited aggregate principal

amount of 7.125% Senior Notes due 2034 (the “Notes”);

WHEREAS, the Indenture provides that on the Escrow

Release Date the Assumption Issuer and each of the Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant

to which (i) the Assumption Issuer shall assume all of the Escrow Issuer’s obligations under the Notes and the Indenture and (ii)

the Guarantors shall, jointly and severally, fully and unconditionally guarantee all of the Issuer’s obligations under the Notes

and the Indenture, on the terms and conditions set forth herein and under the Indenture (the “Guarantees”);

and

WHEREAS, pursuant to Section 9.01 of the Indenture,

the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing

and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for

the equal and ratable benefit of the Holders as follows:

(1) Capitalized

Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Assumption

by Issuer. The Assumption Issuer acknowledges and agrees to (i) unconditionally assume all of the Escrow Issuer’s obligations

under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture; (ii) be bound by all applicable

provisions of the Indenture as if made by, and with respect to the Assumption Issuer; and (iii) perform all obligations and duties required

of the Issuer pursuant to the Indenture. From and after the date hereof, all references in the Indenture to the “Issuer” shall

refer to the Assumption Issuer instead of the Escrow Issuer.

(3) Agreement

to Guarantee.

(i) Each Guarantor, other than ADI Global Distribution

Inc., hereby agrees, jointly and severally, with all existing Guarantors (if any), to unconditionally guarantee the Issuer’s Obligations

under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound

by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor

(which for this purpose excludes the obligations and agreements of the Parent Guarantor) under the Indenture. From and after the date

hereof, all references in the Indenture to the “Guarantors” shall include each of the undersigned Guarantors.

(ii) ADI Global Distribution Inc. hereby agrees,

jointly and severally, with all existing Guarantors (if any), to unconditionally guarantee the Issuer’s Obligations under the Notes

and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable

provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor and the Parent Guarantor

under the Indenture. From and after the date hereof, all references in the Indenture to the “Guarantors” shall include ADI

Global Distribution Inc. and all references in the Indenture to the “Parent Guarantor” shall refer to ADI Global Distribution

Inc.

D-1

(4) Successors

and Assigns. This Supplemental Indenture and Article 10 of the Indenture shall be binding upon the Guarantors and their respective

successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee, the Agents and the Holders and, in

the event of any transfer or assignment of rights by any Holder, the Trustee or the Agents, the rights and privileges conferred upon that

party in this Supplemental Indenture, in the Indenture and in the Notes shall automatically extend to and be vested in such transferee

or assignee, all subject to the terms and conditions of the Indenture.

(5) No

Waiver. Neither a failure nor a delay on the part of either the Trustee, the Agents or the Holders in exercising any right, power

or privilege under this Supplemental Indenture or Article 10 of the Indenture shall operate as a waiver thereof, nor shall a single or

partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of

the Trustee, the Agents and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits

which either may have under this Supplemental Indenture and Article 10 of the Indenture at law, in equity, by statute or otherwise.

(6) Release.

Upon execution of this Supplemental Indenture by the Parent Guarantor, the Assumption Issuer and the other Guarantors, the Escrow Issuer

shall be unconditionally and irrevocably released and discharged from all obligations and liabilities under the Indenture and the Notes.

(7) Execution

and Delivery. The Assumption Issuer Agrees that the Notes shall remain in full force and effect notwithstanding the absence of any

endorsement of the Assumption Issuer on the Notes, and each Guarantor agrees that its Guarantee shall remain in full force and effect

notwithstanding the absence of the endorsement of any notation of such Guarantee.

(8) No

Recourse Against Others. No director, officer, employee, incorporator or stockholder of any Guarantor shall have any liability for

any obligations of the Issuer or the other Guarantors under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or

for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and

releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(9) Governing

Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(10) Counterparts.

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together

represent the same agreement.

(11) Effect

of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.

(12) The

Trustee and the Agents. The Trustee and the Agents shall not be responsible in any manner whatsoever for or in respect of the validity

or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely

by the Assumption Issuer and the Guarantors.

D-2

IN WITNESS WHEREOF, the parties hereto have caused

this Supplemental Indenture to be duly executed, all as of the date first above written.

ADI GLOBAL DISTRIBUTION FUNDING LLC, as Issuer

By:

Name:

Title:

ADI GLOBAL DISTRIBUTION INC., as Parent Guarantor

By:

Name:

Title:

[SUBSIDIARY GUARANTORS]

By:

Name:

Title:

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION, as Trustee

By:

Name:

Title:

D-3

EXHIBIT E

FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS

Supplemental Indenture (this “Supplemental

Indenture”), dated as of ______________, among ________________________ (the “Guaranteeing Party”),

ADI Global Distribution Funding LLC, a Delaware limited liability company, as issuer (the “Issuer”) and U.S.

Bank Trust Company, National Association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, ADI Global Distribution Funding LLC, a

Delaware limited liability company (the “Issuer”), has heretofore executed and delivered to the Trustee

that certain Indenture (the “Indenture”), dated as of June 30, 2026, as supplemented by the First

Supplemental Indenture, dated as of [●], 2026, providing for

the issuance of an unlimited aggregate principal amount of 7.125% Senior Notes due 2034 (the “Notes”);

WHEREAS, the Indenture provides that under certain

circumstances the Guaranteeing Party shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing

Party shall fully and unconditionally guarantee all of the Issuer’s obligations under the Notes and the Indenture, jointly and severally

with each other Guarantor, on the terms and conditions set forth herein and under the Indenture (the “Guarantee”);

and

WHEREAS, pursuant to Section 9.01 of the Indenture,

the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing

and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for

the equal and ratable benefit of the Holders as follows:

(1) Capitalized

Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement

to Guarantee. Each Guaranteeing Party hereby agrees, jointly and severally, with all existing Guarantors (if any), to unconditionally

guarantee the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article

10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations

and agreements of a Guarantor (which for this purpose excludes the obligations and agreements of the Parent Guarantor) under the Indenture.

From and after the date hereof, all references in the Indenture to the “Guarantors” shall include each of the undersigned

Guaranteeing Parties.

(3) Successors

and Assigns. This Supplemental Indenture and Article 10 of the Indenture shall be binding upon the Guaranteeing Party and its successors

and assigns and shall inure to the benefit of the successors and assigns of the Trustee, the Agents and the Holders and, in the event

of any transfer or assignment of rights by any Holder, the Trustee or the Agents, the rights and privileges conferred upon that party

in this Supplemental Indenture, in the Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee,

all subject to the terms and conditions of the Indenture.

(4) No

Waiver. Neither a failure nor a delay on the part of either the Trustee, the Agents or the Holders in exercising any right, power

or privilege under this Supplemental Indenture or Article 10 of the Indenture shall operate as a waiver thereof, nor shall a single or

partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of

the Trustee, the Agents and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits

which either may have under this Supplemental Indenture and Article 10 of the Indenture at law, in equity, by statute or otherwise.

E-1

(5) No

Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Party shall have any liability

for any obligations of the Issuer or the Guarantors (including the Guaranteeing Party) under the Notes, any Guarantees, the Indenture

or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder

by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(6) Governing

Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(7) Counterparts.

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together

represent the same agreement.

(8) Effect

of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.

(9) The

Trustee and the Agents. The Trustee and the Agents shall not be responsible in any manner whatsoever for or in respect of the validity

or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely

by the Issuer and each Guaranteeing Party.

E-2

IN WITNESS WHEREOF, the parties hereto have caused

this Supplemental Indenture to be duly executed, all as of the date first above written.

[GUARANTEEING PARTY]

By:

Name:

Title:

ADI GLOBAL DISTRIBUTION FUNDING LLC, as Issuer

By:

Name:

Title:

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION, as Trustee

By:

Name:

Title:

E-3

EX-10.1

Filename: ea029642801ex10-1.htm · Sequence: 3

Exhibit 10.1

CUSIP (Term Loans): 00104SAB9

CUSIP (Revolving Commitments): 00104SAC7

CREDIT

AGREEMENT

dated

as of

July

1, 2026,

among

ADI

GLOBAL DISTRIBUTION INC.,

Holdings,

ADI

GLOBAL DISTRIBUTION FUNDING LLC,

Borrower,

The

Lenders and Issuing Banks Party Hereto,

and

JPMORGAN

CHASE BANK, N.A.,

Administrative Agent

JPMORGAN

CHASE BANK, N.A.

BOFA

SECURITIES, INC.

WELLS

FARGO BANK, NATIONAL ASSOCIATION

Joint Lead Arrangers, Joint Bookrunners and Syndication Agents

BNP

PARIBAS

PNC

CAPITAL MARKETS LLC

TRUIST

SECURITIES, INC.

U.S.

BANK NATIONAL ASSOCIATION

ROYAL

BANK OF CANADA

CITIZENS

BANK, N.A.

CITIBANK,

N.A.

Joint Lead Arrangers

BNP

PARIBAS

PNC

BANK, NATIONAL ASSOCIATION

TRUIST

BANK

U.S.

BANK NATIONAL ASSOCIATION

ROYAL

BANK OF CANADA

CITIZENS

BANK, N.A.

CITIBANK,

N.A.

KEYBANK

NATIONAL ASSOCIATION

THE

BANK OF NOVA SCOTIA

BARCLAYS

BANK PLC

THE

HUNTINGTON NATIONAL BANK

CIBC

WORLD MARKETS CORP.

Co-Documentation Agents

TABLE

OF CONTENTS

Page

ARTICLE

I DEFINITIONS

Section

1.01

Defined

Terms

Section

1.02

Classification

of Loans and Borrowings

Section

1.03

Terms

Generally

Section

1.04

Accounting

Terms; GAAP; Borrower Representative

Section

1.05

Pro

Forma Calculations

Section

1.06

Limited

Condition Transaction

Section

1.07

Change

in GAAP

Section

1.08

Delaware

Divisions

Section

1.09

Interest

Rates; Benchmark Notification

Section

1.10

Currency

Translation

ARTICLE II THE CREDITS

Section

2.01

Commitments

Section

2.02

Loans

and Borrowings

Section

2.03

Requests

for Borrowings

Section

2.04

[Reserved]

Section

2.05

Letters

of Credit

Section

2.06

Funding

of Borrowings

Section

2.07

Interest

Elections

Section

2.08

Termination

and Reduction of Commitments

Section

2.09

Repayment

of Loans; Evidence of Debt

Section

2.10

Amortization

of Term Loans

Section

2.11

Prepayment

of Loans

Section

2.12

Fees

Section

2.13

Interest

Section

2.14

Alternate

Rate of Interest

Section

2.15

Increased

Costs

Section

2.16

Break

Funding Payments

Section

2.17

Taxes

Section

2.18

Payments

Generally; Pro Rata Treatment; Sharing of Setoffs

100

Section

2.19

Mitigation

Obligations; Replacement of Lenders

101

Section

2.20

Defaulting

Lenders

102

Section

2.21

Incremental

Extensions of Credit

104

Section

2.22

Extension

of Maturity Date

107

Section

2.23

Refinancing

Facilities

110

ARTICLE

III REPRESENTATIONS AND WARRANTIES

112

Section

3.01

Organization;

Powers

112

Section

3.02

Authorization;

Due Execution and Delivery; Enforceability

112

Section

3.03

Governmental

Approvals; No Conflicts

112

Section

3.04

Financial

Condition; No Material Adverse Change

113

Section

3.05

Properties

113

Section

3.06

Litigation

and Environmental Matters

114

Section

3.07

Compliance

with Laws

114

Section

3.08

Sanctions;

Anti-Corruption Laws

114

Section

3.09

Investment

Company Status

114

Section

3.10

Federal

Reserve Regulations

114

Section

3.11

Taxes

114

Section

3.12

ERISA

115

Section

3.13

Disclosure

115

Section

3.14

Subsidiaries

115

Section

3.15

Solvency

115

Section

3.16

Collateral

Matters

116

Section

3.17

Beneficial

Ownership Certification

117

ARTICLE

IV CONDITIONS

117

Section

4.01

Conditions

to the Effective Date and Closing Date

117

Section

4.02

Conditions

to Each Credit Event

120

ARTICLE

V AFFIRMATIVE COVENANTS

121

Section

5.01

Financial

Statements and Other Information

121

Section

5.02

Notices

of Material Events

123

Section

5.03

Information

Regarding Collateral

124

Section

5.04

Existence;

Conduct of Business

124

Section

5.05

Payment

of Taxes

124

Section

5.06

Maintenance

of Properties

124

Section

5.07

Insurance

125

Section

5.08

[Reserved]

125

Section

5.09

Books

and Records; Inspection and Audit Rights

125

Section

5.10

Compliance

with Laws

125

Section

5.11

Use

of Proceeds; Letters of Credit

126

Section

5.12

Additional

Subsidiaries

126

Section

5.13

Further

Assurances

127

Section

5.14

Credit

Ratings

127

Section

5.15

Post-Effective

Date and Post-Closing Date Matters

127

Section

5.16

Transactions

with Affiliates

128

Section

5.17

Designation

of Subsidiaries

128

ARTICLE

VI NEGATIVE COVENANTS

129

Section

6.01

Indebtedness;

Certain Equity Securities

129

Section

6.02

Liens

134

Section

6.03

Fundamental

Changes

137

Section

6.04

Investments,

Loans, Advances, Guarantees and Acquisitions

139

Section

6.05

Asset

Sales

144

Section

6.06

Sale

and Leaseback Transactions

146

Section

6.07

Hedging

Agreements

146

Section

6.08

Restricted

Payments; Certain Payments of Junior Indebtedness

146

Section

6.09

[Reserved]

149

Section

6.10

Restrictive

Agreements

150

Section

6.11

Amendment

of Material Documents, Etc

151

Section

6.12

Consolidated

Interest Coverage Ratio

151

Section

6.13

Consolidated

Total Leverage Ratio

151

Section

6.14

Changes

in Fiscal Periods

152

ARTICLE

VII EVENTS OF DEFAULT

152

Section

7.01

Events

of Default

152

Section

7.02

Exclusion

of Certain Subsidiaries

155

Section

7.03

Borrower’s

Right to Cure

155

ARTICLE

VIII THE ADMINISTRATIVE AGENT

156

Section

8.01

Appointment

and Other Matters

156

Section

8.02

Administrative

Agent’s Reliance, Indemnification, Etc

158

Section

8.03

Successor

Administrative Agent

160

iii

Section

8.04

Acknowledgements

of Lenders and Issuing Banks

161

Section

8.05

Collateral

Matters

161

Section

8.06

Certain

ERISA Matters

163

Section

8.07

Erroneous

Payments

165

ARTICLE

IX MISCELLANEOUS

166

Section

9.01

Notices

166

Section

9.02

Waivers;

Amendments

168

Section

9.03

Expenses;

Indemnity; Damage Waiver

171

Section

9.04

Successors

and Assigns

172

Section

9.05

Survival

177

Section

9.06

Counterparts;

Integration; Effectiveness

177

Section

9.07

Severability

179

Section

9.08

Right

of Setoff

179

Section

9.09

Governing

Law; Jurisdiction; Consent to Service of Process

179

Section

9.10

WAIVER

OF JURY TRIAL

180

Section

9.11

Headings

180

Section

9.12

Confidentiality

180

Section

9.13

Interest

Rate Limitation

181

Section

9.14

Release

of Liens and Guarantees

181

Section

9.15

USA

PATRIOT Act Notice

182

Section

9.16

Fiduciary Relationship

182

Section

9.17

Non-Public

Information

182

Section

9.18

Acknowledgement

and Consent to Bail-In of Affected Financial Institutions

183

Section

9.19

Judgment

Currency

184

Section

9.20

Cashless

Settlement

184

Section

9.21

Acknowledgement

Regarding Any Supported QFCs

184

SCHEDULES:

Schedule

1.02

—

Mortgaged

Property

Schedule

2.01

—

Commitments

Schedule

3.14

—

Subsidiaries

Schedule

5.15

—

Post-Closing

Undertakings

Schedule

6.01

—

Certain

Indebtedness

Schedule

6.02

—

Certain

Liens

Schedule

6.04

—

Certain

Investments

Schedule

6.05

—

Certain

Asset Sales

Schedule

6.08

—

Certain

Restricted Payments

Schedule

6.10

—

Existing

Restrictions

EXHIBITS:

Exhibit

—

Form

of Assignment and Assumption

Exhibit

B - 1

—

Form

of Revolving Note

Exhibit

B – 2

—

Form

of Term Note

Exhibit

—

Form

of Collateral Agreement

Exhibit

—

Form

of Perfection Certificate

Exhibit

—

Form

of Guarantee Agreement

Exhibit

—

Form

of Global Intercompany Note

Exhibit

—

Auction

Procedures

Exhibit

—

Form

of Affiliated Lender Assignment and Assumption

Exhibit

—

Form

of Maturity Date Extension Request

Exhibit

J-1

—

Form

of U.S. Tax Compliance Certificate for Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes

Exhibit

J-2

—

Form

of U.S. Tax Compliance Certificate for Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes

Exhibit

J-3

—

Form

of U.S. Tax Compliance Certificate for Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes

Exhibit

J-4

—

Form

of U.S. Tax Compliance Certificate for Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes

Exhibit

—

Form

of Secured Supply Chain Financing Designation

Exhibit

—

Form

of Solvency Certificate

Exhibit

—

Form

of Borrowing Request

Exhibit

—

Form

of Pari Passu Intercreditor Agreement

Exhibit

—

Form

of Junior Debt Intercreditor Agreement

CREDIT

AGREEMENT dated as of July 1, 2026 (this “Agreement”), among ADI GLOBAL DISTRIBUTION INC., a Delaware corporation

(“Holdings”), ADI GLOBAL DISTRIBUTION FUNDING LLC, a Delaware limited liability company (“Borrower”),

the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The

Borrower has requested that (a) the Term Lenders extend credit in the form of Term Loans on the Closing Date to the Borrower in an aggregate

principal amount equal to $600,000,000 and (b) the Revolving Lenders extend credit in the form of Revolving Loans and the Issuing Banks

issue Letters of Credit, in each case at any time and from time to time during the Revolving Availability Period to the Borrower such

that the Aggregate Revolving Exposure will not exceed $500,000,000 at any time. The Net Proceeds of the Term Loans, together with the

Net Proceeds of the Senior Notes in an aggregate amount equal to $400,000,000, will be used by Holdings and its subsidiaries to (i) fund

the Closing Date Distribution, which will be used by Resideo and/or its subsidiaries to repay a portion of the obligations outstanding

under the Existing RemainCo Credit Agreement, (ii) to pay fees and expenses related to the foregoing transactions and (iii) for general

corporate purposes. The proceeds of the Revolving Loans will be used for working capital and other general corporate purposes (including

acquisitions permitted by this Agreement) of Holdings, the Borrower and the Restricted Subsidiaries. Letters of Credit will be used by

Holdings, the Borrower and the Restricted Subsidiaries for general corporate purposes.

The

Lenders are willing to extend such credit to the Borrower, and the Issuing Banks are willing to issue Letters of Credit for the account

of the Borrower, on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

Article

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 whether such Loan, or the Loans comprising such Borrowing, are bearing interest

at a rate determined by reference to the Alternate Base Rate.

“Acceptable

Intercreditor Agreement” means (i) with respect to any Indebtedness ranking pari passu with the Obligations, a customary

intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, provided that

an intercreditor agreement with respect to any such Indebtedness substantially in the form of Exhibit N shall be deemed to be an Acceptable

Intercreditor Agreement, and (ii) with respect to any Indebtedness ranking junior to the Obligations with respect to Liens, a customary

intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, provided that

an intercreditor agreement with respect to any such Indebtedness substantially in the form of Exhibit O shall be deemed to be an Acceptable

Intercreditor Agreement.

“Additional

Lender” has the meaning assigned to such term in ‎Section 2.21(c).

“Additional

Letter of Credit Facility” means any facility established by Holdings, the Borrower and/or any Restricted Subsidiary to obtain

letters of credit, bank guarantees, bankers’ acceptances or other instruments required by customers, suppliers or landlords or

otherwise required in the Ordinary Course of Business.

“ADI

Preferred Stock” means the Series A Cumulative Convertible Participating Preferred Stock of Holdings.

“ADI

Preferred Stock Exchange” means the issuance of ADI Preferred Stock to Resideo and the exchange by Resideo of ADI Preferred

Stock for shares of Resideo’s Series A Cumulative Convertible Participating Preferred Stock with the holders thereof, in each case

on or about the Closing Date.

“Adjusted

CTLR Period” has the meaning assigned to such term in ‎Section 6.13.

“Adjusted

Term CORRA Rate” means, for purposes of any applicable calculation, the rate per annum equal to (a) Term CORRA for such calculation

plus (b) (i) 0.29547% for a one-month interest period or (ii) 0.32138% for a three-month interest period; provided that

if the Adjusted Term CORRA Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for

the purposes of this Agreement.

“Administrative

Agent” means JPMCB (including its branches and affiliates), in its capacity as administrative agent and collateral agent hereunder

and under the other Loan Documents, and its successors in such capacity as provided in ‎Article VIII.

“Administrative

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

“Affected

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

“Affiliate”

means, with respect to a specified Person, another Person that directly, or indirectly, Controls or is Controlled by or is under common

Control with the Person specified.

“Affiliated

Lender Assignment and Assumption” means an assignment and assumption entered into by a Lender and a Purchasing Borrower Party

(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 H or any other form approved by the Administrative Agent.

“Aggregate

Revolving Commitment” means, at any time, the sum of the Revolving Commitments of all the Revolving Lenders at such time.

“Aggregate

Revolving Exposure” means, at any time, the sum of the Revolving Exposures of all the Revolving Lenders at such time.

“Agreed

Currency” means dollars and each Permitted Foreign Currency.

“Agreement”

has the meaning assigned to such term in the introductory statement to this Agreement.

“Agreement

Currency” has the meaning assigned to such term in ‎Section 9.19.

“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 ½ of 1.00% and (c) the Term SOFR Rate for a one month Interest Period as published two (2)

U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately

preceding U.S. Government Securities Business Day) plus 1.00%; provided that for the purpose of this definition, the Term SOFR

Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication

time for the Term SOFR Reference Rate, as specified by CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any

change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Term SOFR Rate shall be effective from and

including the effective date of such change in the Prime Rate, the NYFRB Rate or the Term SOFR Rate, respectively. If the Alternate Base

Rate is being used as an alternate rate of interest pursuant to ‎Section 2.14 (for the avoidance of doubt, only until the

Benchmark Replacement has been determined pursuant to ‎Section 2.14(b)), then the Alternate Base Rate shall be the greater

of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate

Base Rate as determined pursuant to the foregoing would be less than the Floor, such rate shall be deemed to be the Floor for purposes

of this Agreement.

“Alternative

Incremental Facility Debt” means any Indebtedness incurred by the Borrower in the form of one or more series of senior secured

notes, bonds or debentures and/or term loans secured on a pari passu basis with or junior basis to the Loans or senior unsecured

notes or senior subordinated notes or any bridge facility; provided that (i) if such Indebtedness is secured, such Indebtedness

shall be secured by the Collateral on a pari passu or junior basis with the Loan Document Obligations and is not secured by any

property or assets of any member of the Restricted Group other than the Collateral, (ii) such Indebtedness does not mature or have scheduled

amortization or payments of principal prior to the Latest Maturity Date (or in the case of Indebtedness secured on a junior basis to

the Loan Document Obligations or unsecured Indebtedness, the date that is 90 days after the Latest Maturity Date) at the time such Indebtedness

is incurred (except, in each case, upon the occurrence of an event of default, a change in control, an event of loss or an asset disposition

or in the case of Indebtedness secured by the Collateral on a pari passu basis with the Liens securing the Obligations, de minimis

amortization not in excess of 1.00% per annum); provided that the requirements set forth in this clause (ii) shall not apply to

any Indebtedness (x) consisting of a customary bridge facility so long as such bridge facility, subject to customary conditions, would

either automatically be converted into or required to be exchanged for permanent refinancing that does not mature earlier than the Latest

Maturity Date or (y) incurred in reliance on the Inside Maturity Exception, (iii) the mandatory prepayment provisions of any such Indebtedness

shall not be more favorable to the applicable lenders or creditors than those of the Term Loans unless (x) the Lenders of the Term Loans

also receive the benefit of such more favorable terms or (y) such provisions apply after the Latest Maturity Date at the time and (iv)

such Indebtedness is not guaranteed by any Subsidiaries other than the Loan Parties.

“Ancillary

Document” has the meaning given to such term in ‎Section 9.06(b).

“Anti-Corruption

Laws” means all laws, and regulations of any Governmental Authority applicable to the Borrower or any of its Affiliates from

time to time concerning or relating to bribery, corruption or anti-money laundering, including the Foreign Corrupt Practices Act of 1977,

as amended, and the rules and regulations thereunder (the “FCPA”), and the UK Bribery Act of 2010.

“Applicable

Adjustments” has the meaning given to such term in the definition of “Consolidated EBITDA”.

“Applicable

Parties” has the meaning given to such term in ‎Section 9.01(d)(iii).

“Applicable

Percentage” means, at any time with respect to any Revolving Lender, the percentage of the Aggregate Revolving Commitment represented

by such Lender’s Revolving Commitment at such time (or, if the Revolving Commitments have terminated or expired, such Revolving

lender’s share of the total Revolving Exposure at that time); provided that, at any time any Revolving Lender shall be a

Defaulting Lender, for purposes of ‎Section 2.20(c)(ii), “Applicable Percentage” shall mean the percentage

of the total Revolving Commitments (disregarding any such Defaulting Lender’s Revolving Commitment) represented by such Lender’s

Revolving Commitment. 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 of Revolving Loans and LC Exposures that occur after

such termination or expiration and to any Lender’s status as a Defaulting Lender at the time of determination.

“Applicable

Rate” means, for any day:

(a)

(i) with respect to any Loan that is an Initial Term Loan, 2.75% per annum in the case of Term Benchmark Loans and RFR Loans and 1.75%

per annum in the case of ABR Loans and Canadian Prime Rate Loans; and

(b)

with respect to (i) any Revolving Loan and (ii) the commitment fees payable hereunder in respect of unused Revolving Commitments, the

applicable rate per annum set forth below in the “Term Benchmark Loans and RFR Loans”, “ABR Loans and Canadian

Prime Rate Loans” or “Commitment Fee” column, as applicable, based upon the Consolidated Total Leverage

Ratio as of the end of the fiscal quarter of Holdings for which consolidated financial statements have most recently been delivered to

the Administrative Agent pursuant to ‎Section 5.01(a) or ‎Section 5.01(b) provided that until the delivery of such

consolidated financial statements as of and for the first fiscal quarter of Holdings ending after the Closing Date, the Applicable Rate

shall be that set forth below in Level I:

Level

Consolidated Total Leverage Ratio

Term Benchmark Loans and RFR Loans

ABR Loans and Canadian Prime Rate Loans

Commitment Fee

≥ 2.50 to 1.00

2.00 %

1.00 %

0.35 %

< 2.50 to 1.00 and ≥ 1.50 to 1.00

1.75 %

0.75 %

0.30 %

III

< 1.50 to 1.00

1.50 %

0.50 %

0.25 %

For

purposes of the foregoing, each change in the Applicable Rate resulting from a change in the Consolidated Total Leverage Ratio shall

be effective during the period commencing on and including the date of delivery to the Administrative Agent pursuant to ‎Section

5.01(a) or ‎Section 5.01(b) of the consolidated financial statements indicating such change and ending on the date immediately

preceding the effective date of the next such change; provided that the Consolidated Total Leverage Ratio shall be deemed to be

in Level I at the option of the Administrative Agent or at the request of the Required Lenders if Holdings fails to deliver the consolidated

financial statements required to be delivered by it pursuant to ‎Section 5.01(a) or ‎Section 5.01(b) or the certificate

of a Financial Officer required to be delivered by it pursuant to ‎Section 5.01(c) during the period from the expiration of

the time for delivery thereof until such consolidated financial statements and such certificate are delivered.

“Approved

Fund” means, with respect to any Lender or Eligible Assignee, any Person (other than a natural person) that is engaged in making,

purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course of its activities and that

is administered, advised or managed by (a) such Lender or Eligible Assignee, (b) an Affiliate of such Lender or Eligible Assignee or

“Arrangers”

means, collectively, JPMorgan Chase Bank, N.A., BofA Securities, Inc. and Wells Fargo Bank, National Association, in their capacities

as joint lead arrangers and joint bookrunners for the credit facilities provided for herein.

“Assignment

and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any

Person whose consent is required by ‎Section 9.04) and accepted by the Administrative Agent, substantially in the form of

Exhibit A or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative

Agent.

“Auction”

means an auction pursuant to which a Purchasing Borrower Party offers to purchase Term Loans pursuant to the Auction Procedures.

“Auction

Manager” means any financial institution or advisor employed by the Borrower (whether or not an Affiliate of the Administrative

Agent) to act as an arranger in connection with any Auction; provided that the Borrower shall not designate the Administrative

Agent as the Auction Manager without the written consent of the Administrative Agent (it being understood and agreed that the Administrative

Agent shall be under no obligation to agree to act as the Auction Manager).

“Auction

Procedures” means the procedures set forth in Exhibit G.

“Auction

Purchase Offer” means an offer by a Purchasing Borrower Party to purchase Term Loans of one or more Classes pursuant to an

auction process conducted in accordance with the Auction Procedures and otherwise in accordance with ‎Section 9.04(e).

“Audited

Financial Statements” means the audited combined balance sheets of Holdings as a carve-out business of Resideo, dated December

31, 2023, December 31, 2024 and December 31, 2025, and the related audited combined statements of income, cash flows and changes in equity

as of and for the fiscal years then ended, audited and reported on by Deloitte & Touche, LLP and included in the Form 10.

“Available

Amount” means, at any time,

(a)

the sum of:

(i) the greater of (A) $100,000,000 and (B) 37.5% of LTM Consolidated EBITDA, plus

(ii)

50% of the Consolidated Net Income of Holdings for the period (taken as one accounting period) from the first day of the first fiscal

quarter of Holdings during which the Closing Date occurred to and including the last day of Holdings’ most recently ended fiscal

quarter for which financial statements have been delivered pursuant to ‎Section 5.01(a) or ‎Section 5.01(b), as

applicable, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit, plus

(iii) the Net Proceeds from any sale or issuance of Equity Interests (other than Disqualified Equity Interests) of Holdings to the extent such

Net Proceeds are received by the Borrower, plus

(iv)

the aggregate amount of prepayments declined by the Term Lenders and retained by the Borrower pursuant to ‎Section 2.11(f),

plus

(v)

to the extent not already included in the calculation of Consolidated Net Income and without duplication of clause (vi) below and of

any amount deducted from the calculation of Investments pursuant to the definition of Investment, the amounts of any dividends in cash

or Permitted Investments or other returns, profits, distributions and similar amounts (whether by means of a sale or other disposition,

a repayment of a loan or advance, a dividend or otherwise) received by the Borrower and the Restricted Subsidiaries on Investments made

using the Available Amount, in each case up to the original amount of such Investments; plus

(vi) to the extent not already included in the calculation of Consolidated Net Income and without duplication of clause (v) above and of any

amount deducted from the calculation of Investments pursuant to the definition of Investment, the amount of any Investment made using

the Available Amount in any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary or that has been merged, amalgamated

or consolidated with or into the Borrower or any of the Restricted Subsidiaries (up to the lesser of (A) the fair market value determined

in good faith by the Borrower of the Investments of Holdings and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time

of such re-designation or merger or consolidation and (B) the fair market value determined in good faith by the Borrower of the original

Investment by Holdings and the Restricted Subsidiaries in such Unrestricted Subsidiary); plus

(vii)

the Net Proceeds from any sale or issuance of Disqualified Equity Interests of Holdings or debt securities of Holdings (other than Disqualified

Equity Interests or debt securities issued or sold to the Borrower or a Restricted Subsidiary), in each case that have been converted

into or exchanged for Equity Interests of Holdings (other than Disqualified Equity Interests) to the extent such Net Proceeds are received

by the Borrower; minus

(b)

the sum since the Effective Date of (i) Investments, loans and advances previously or concurrently made in reliance on the Available

Amount, plus (ii) Restricted Payments previously or concurrently made in reliance on the Available Amount, plus (iii) Restricted Debt

Payments previously or concurrently made in reliance on the Available Amount.

Notwithstanding

the foregoing, in no event shall any payments by Resideo or a subsidiary of Resideo to Holdings or any of its Restricted Subsidiaries

made in connection with the Transactions be added to the Available Amount.

“Available

Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for

such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for

determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt,

any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (f)

of ‎Section 2.14.

“Back

to Back Arrangements” shall mean any “back-to-back” transactions between or among Holdings, the Borrower

or any Restricted Subsidiary, in connection with facilitating any Hedging Agreements (provided that, for such arrangements to

constitute Back to Back Arrangements, such arrangements must be settled in cash, which for this purpose shall include netting of obligations,

within five Business Days of any corresponding settlement with the third party counterparty to such Hedging Agreement).

“Bail-In

Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any

liability of any Affected Financial Institution.

“Bail-In

Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European

Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country

from time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the

United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom

relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than

through liquidation, administration or other insolvency proceedings).

“Bankruptcy

Event” means, with respect to any Person, that such Person has become the subject of a bankruptcy, insolvency proceeding or

Bail-In Action, or has had a receiver, conservator, trustee, administrator, custodian, examiner, assignee for the benefit of creditors

or similar Person charged with the reorganization or liquidation of its business appointed for it, 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 become the subject of a Bail-In Action; 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; provided

further that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within

the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such

Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Benchmark”

means, initially, with respect to any (i) Term Benchmark Loan, the Relevant Rate for such Agreed Currency or (ii) RFR Loan in any Agreed

Currency, the applicable Relevant Rate for such Agreed Currency; provided that, if a Benchmark Transition Event and its related

Benchmark Replacement Date have/has occurred with respect to any then-current “Benchmark” for any Agreed Currency, then “Benchmark”

means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant

to ‎Section 2.14(b).

“Benchmark

Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that

can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any

Loan denominated in a Permitted Foreign Currency, “Benchmark Replacement” shall mean the alternative set forth in

(2) below:

(1)

The Daily Simple SOFR;

(2)

the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration

to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental

Body for the applicable Agreed Currency or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as

a replacement to the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency at such time

and (b) the related Benchmark Replacement Adjustment.

the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will

be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark

Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark for any Agreed Currency with an

Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may

be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration

to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the

replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any

evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread

adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities

denominated in the applicable Agreed Currency at such time.

“Benchmark

Replacement Conforming Changes” means, with respect to either the use or administration of Term SOFR Rate, or the use, administration,

adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the

definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S.

Government Securities Business Day,” the definition of “Interest Period,” or any similar or analogous definition

(or the addition of a concept of “Interest Period”) timing and frequency of determining rates and making payments

of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability

of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate

to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative

Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion

of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration

of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary

in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark

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

(1)

in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the

public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the

published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component

thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or

(2)

in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark

(or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such

Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark

(or such component thereof) to be non-representative; provided, that such non-representativeness will be determined by reference

to the most recent statement or publication referenced in such clause (3) and even if such Benchmark (or such component thereof) or,

if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such

date.

For

the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have

occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth

therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark

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

(1)

a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used

in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component

thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely,

provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide

such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component

thereof);

(2)

a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published

component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the Term CORRA Administrator,

the SONIA Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution

authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency

or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark

(or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate,

all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of

such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof)

or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or

(3)

(a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published

component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term

rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For

the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred

with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current

Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark

Unavailability Period” means, with respect to any applicable Benchmark, the period (if any) (x) beginning at the time that

a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all

purposes hereunder and under any Loan Document in accordance with ‎Section 2.14 and (y) ending at the time that a Benchmark

Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with ‎Section

2.14.

“Beneficial

Ownership Certification” means a certification regarding individual beneficial ownership solely to the extent expressly required

by 31 C.F.R. § 1010.230 (“Beneficial Ownership Regulation”).

“Beneficial

Ownership Regulation” has the meaning specified in the definition of Beneficial Ownership Certification.

“Benefit

Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject

to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies,

and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or

Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC

Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance

with, 12 U.S.C. 1841(k)) of such party.

“Board

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

“Borrower”

means any of the following Persons: ADI Global Funding LLC, a Delaware limited liability company, or (ii) any Successor Borrower.

“Borrowing”

means Loans of the same Class, Type and currency, made, converted or continued on the same date and, in the case of Term Benchmark Loans,

as to which a single Interest Period is in effect.

“Borrowing

Minimum” means (a) in the case of a Term Benchmark Borrowing, (i) $5,000,000 for Term Benchmark Borrowings in dollars and (ii)

the Dollar Equivalent of $5,000,000 for Term Benchmark Borrowings denominated in a Permitted Foreign Currency and (b) in the case of

an ABR Borrowing, RFR Borrowing or Canadian Prime Rate Borrowing, (i) $1,000,000 for Term Benchmark Borrowings in dollars and (ii) the

Dollar Equivalent of $1,000,000 for Term Benchmark Borrowings denominated in a Permitted Foreign Currency.

“Borrowing

Multiple” means (a) in the case of a Term Benchmark Borrowing, the Dollar Equivalent of $500,000 and (b) in the case of an

ABR Borrowing, RFR Borrowing or Canadian Prime Rate Borrowing, the Dollar Equivalent of $100,000.

“Borrowing

Request” means a request by the Borrower for a Borrowing in accordance with ‎Section 2.03, which shall be substantially

in the form of Exhibit M (or such other form approved by the Administrative Agent and otherwise consistent with the requirements of ‎Section

2.03).

“Business

Day” means any day that is not a Saturday, a Sunday or any other day on which commercial banks in New York City are authorized

or required by law to remain closed; provided that, in addition to the foregoing, a Business Day shall be, (a) in relation to

Loans denominated in Euros and in relation to the calculation or computation of EURIBOR, any day which is a TARGET Day, (b) in relation

to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings

in the applicable Agreed Currency of such RFR Loan, any such day that is only a RFR Business Day, (c) in relation to Loans referencing

the Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the

Term SOFR Rate or any other dealings of such Loans referencing the Term SOFR Rate, any such day that is a U.S. Government Securities

Business Day and (d) in relation to Loans denominated in Canadian Dollars and in relation to the calculation or computation of CORRA

or the Canadian Prime Rate, any day (other than a Saturday or a Sunday) on which banks are open for business in Toronto, Canada.

“Canadian

Dollars” means the lawful and freely transferable currency of Canada (expressed in Canadian dollars).

“Canadian

Prime Rate” means, on any day, the rate determined by the Administrative Agent to be the rate equal to the PRIMCAN Index rate

that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published

by Bloomberg, any other information services that publishes such index from time to time, as selected by the Administrative Agent in

its reasonable discretion); provided, that if any the above rates shall be less than the Floor, such rate shall be deemed to be

the Floor for purposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index shall be effective

from and including the effective date of such change in the PRIMCAN Index.

“Canadian

Prime Rate Loan” means a Loan that bears interest at a rate based on the Canadian Prime Rate.

“Capital

Expenditures” means, for any period, (a) the additions to property, plant and equipment and other capital expenditures of the

Restricted Group that are (or should be) set forth in a consolidated statement of cash flows of Holdings for such period prepared in

accordance with GAAP and (b) Capital Lease Obligations incurred by the Restricted Group during such period, but excluding in each case

any such expenditure (i) constituting reinvestment of the Net Proceeds of any event described in clause (a) or (b) of the definition

of the term “Prepayment Event”, to the extent permitted by ‎Section 2.11(c), (ii) made by the Restricted

Group to effect leasehold improvements to any property leased by the Restricted Group as lessee, to the extent that such expenses have

been reimbursed by the landlord, (iii) in the form of a substantially contemporaneous exchange of similar property, plant, equipment

or other capital assets, except to the extent of cash or other consideration (other than the assets so exchanged), if any, paid or payable

by the Restricted Group and (iv) made with the Net Proceeds from the issuance of Qualified Equity Interests.

“Capital

Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other

arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified

and accounted for as capital or finance leases on a balance sheet of such Person under GAAP (subject to the provisions of ‎Section

1.03), and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP (subject to

the provisions of ‎Section 1.03).

“Captive

Insurance Subsidiary” means a Subsidiary of Holdings established for the purpose of, and to be engaged solely in the business

of, insuring the businesses or facilities owned or operated by Holdings or any of its Subsidiaries or joint ventures.

“Cash

Management Financing Facilities” has the meaning assigned to such term in the definition of “Secured Cash Management

Obligations”.

“Cash

Management Services” means the treasury management services (including controlled disbursements, zero balance arrangements,

cash sweeps, automated clearinghouse transactions, return items, overdrafts, single entity or multi-entity multicurrency notional pooling

structures, temporary advances, interest and fees and interstate depository network services), netting services, employee credit or purchase

card programs and similar programs, in each case provided to Holdings, the Borrower or any Restricted Subsidiary.

“Change

in Control” means (i) prior to the consummation of the Spin-Off Transactions, Holdings ceases to own all of the Equity Interests

of the Borrower, or (ii) after the consummation of the Spin-Off Transactions, (a) Holdings ceases to own all of the Equity Interests

of the Borrower; (b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within

the meaning of the Exchange Act and the rules of the SEC thereunder) of 35% or more of the Voting Equity Interests in Holdings; provided,

however, that this clause (b) shall not include any transaction where (x) Holdings becomes a direct or indirect wholly owned subsidiary

of a holding company, and (y) the direct or indirect holders of the Voting Equity Interests of such holding company immediately following

that transaction are substantially the same as the holders of Holding’s Voting Equity Interests immediately prior to that transaction;

or (c) the occurrence of a “Change of Control” (or similar concept) as defined in the Senior Notes Documents.

For

purposes of this definition, (i) “beneficial ownership” shall be as defined in Rules 13(d)-3 and 13(d)-5 under the

Exchange Act and (ii) the phrase Person or “group” is within the meaning of Section 13(d) or 14(d) of the Exchange

Act, but excluding any employee benefit plan of such Person or “group” and its subsidiaries and any Person acting

in its capacity as trustee, agent or other fiduciary or administrator of any such plan.

Notwithstanding

anything herein or in any other Loan Document to the contrary, no transaction made in connection with the consummation of the Transactions,

and no Spin-Off Reorganization Action, shall constitute a Change in Control.

“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 or directive (whether or not having the force of law) by any

Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform

and Consumer Protection Act and all requests, rules, guidelines or directives promulgated thereunder or issued in connection therewith

and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on

Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each

case pursuant to Basel III, in each case shall be deemed to be a “Change in Law”, regardless of the date enacted,

adopted, promulgated or issued.

“Charges”

has the meaning assigned to such term in ‎Section 9.13.

“Class”,

when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving

Loans, Initial Term Loans, Incremental Revolving Loans or Incremental Term Loans, (b) any Commitment, refers to whether such Commitment

is a Revolving Commitment, an Initial Term Commitment, a Commitment in respect of any Incremental Revolving Loans or a Commitment in

respect of any Incremental Term Loans and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular

Class. Incremental Revolving Loans and Incremental Term Loans that have different terms and conditions (together with the Commitments

in respect thereof) shall be construed to be in different Classes.

“Closing

Date” means the date on which all conditions set forth in ‎Section 4.01(b) are met and the Initial Term Loans are

made.

“Closing

Date Distribution” means a cash dividend on the Closing Date by Holdings and/or its subsidiaries to Resideo, of in an amount

not to exceed $900,000,000.

“Closing

Date Loan Party” means each Subsidiary of the Borrower that is required to become a Loan Party on the Closing Date.

“Closing

Date Refinancing” means (a) the repayment of certain amounts outstanding under the Existing RemainCo Credit Agreement with

the proceeds of the Closing Date Distribution, and (b) the release of the Closing Date Loan Parties from all obligations, including all

guaranty obligations, under the Existing RemainCo Credit Agreement and the other “Loan Documents” (as defined in the

Existing Credit Agreement) and the release of all Liens on any assets of the Closing Date Loan Parties securing such obligations.

“CME

Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured

Overnight Financing Rate (SOFR) (or a successor administrator).

“Code”

means the Internal Revenue Code of 1986, as amended.

“Collateral”

means any and all assets, whether real or personal, tangible or intangible, on which Liens are purported to be granted pursuant to the

Security Documents as security for the Obligations, but excluding, for the avoidance of doubt, the Excluded Property.

“Collateral

Agreement” means the Collateral Agreement, dated as of July 1, 2026, among the Loan Parties and the Administrative Agent, substantially

in the form of Exhibit C, or any other collateral agreement reasonably requested (in accordance with the Collateral and Guarantee Requirement)

by the Administrative Agent.

“Collateral

and Guarantee Requirement” means, at any time, the requirement that:

(a)

the Administrative Agent shall have received from Holdings, each other Loan Party and each Designated Subsidiary (i) a counterpart of

each Security Document to which such Person is a party duly executed and delivered on behalf of such Person or (ii) in the case of any

Subsidiary that becomes a Loan Party or a Designated Subsidiary after the Effective Date, a supplement to the Collateral Agreement in

substantially the form attached as Exhibit I thereto, a supplement to the Guarantee Agreement in substantially the form attached as Exhibit

I thereto, a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement (each as defined in the Collateral

Agreement, and to the extent applicable) and other security documents reasonably requested by the Administrative Agent, in form and substance

reasonably satisfactory to the Administrative Agent (consistent with the Security Documents in effect on the Effective Date), duly executed

and delivered on behalf of such Person, in each case, together with opinions and documents of the type referred to in ‎Section

4.01(a)(ii) and ‎(iii) with respect to such Person as may be reasonably requested by the Administrative Agent;

(b)

(i) all outstanding Equity Interests (other than any Equity Interest constituting Excluded Property) of the Borrower and each Restricted

Subsidiary that is a Material Subsidiary, in each case owned by any Loan Party, shall have been pledged pursuant to the Collateral Agreement;

provided that the Loan Parties shall not be required to pledge Excluded Property and (ii) the Administrative Agent shall, to the

extent required by the Collateral Agreement, have received certificates or other instruments representing all such Equity Interests of

any Restricted Subsidiary (other than any Equity Interest constituting Excluded Property) held by any Loan Party, together with undated

stock powers or other appropriate instruments of transfer with respect thereto endorsed in blank (to the extent applicable and provided

that no Loan Party shall have any obligation to deliver a certificate or other instrument representing any such Equity Interest if such

Equity Interest is uncertificated);

(c)

(i) all Indebtedness of Holdings, the Borrower and each Subsidiary that is owing to any Loan Party shall be evidenced by, at the Loan

Party’s option, a Global Intercompany Note or one or more standalone promissory notes, and shall be Collateral pursuant to the

applicable Security Documents; provided that any such Indebtedness shall not be required to be so evidenced until the later of

(x) the 60th day after the Closing Date and (y) the 60th day after the incurrence of such Indebtedness, and (ii)

subject to the time periods for delivery set forth in ‎Section 5.15 and/or the Collateral Agreement, the Administrative Agent

shall have received the Global Intercompany Note and, solely to the extent the applicable Indebtedness is not also evidenced by the Global

Intercompany Note, all such promissory notes with a principal amount of $20,000,000 or more, together with undated instruments of transfer

with respect thereto endorsed in blank;

(d)

all financing statements and other appropriate filings or recordings, including Uniform Commercial Code financing statements, required

by law or specified in the Security Documents to be filed, registered or recorded on or prior to the Closing Date shall have been so

filed, registered or recorded or delivered to the Administrative Agent for such filing, registration or recording;

(e)

the Administrative Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and

delivered by the record owner of such Mortgaged Property (provided that if the Mortgaged Property is in a jurisdiction that imposes

a mortgage recording or similar tax on the amount secured by such Mortgage, then the amount secured by such Mortgage shall be limited

to the fair market value, as reasonably determined by Holdings in good faith, of such Mortgaged Property), (ii) a policy or policies

of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid and enforceable

first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by ‎Section 6.02,

together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request to the extent available

in the applicable jurisdiction at commercially reasonable rates (it being agreed that the Administrative Agent shall accept zoning reports

from a nationally recognized zoning company in lieu of zoning endorsements to such title insurance policies), in an amount equal to the

fair market value of such Mortgaged Property as reasonably determined by Holdings in good faith, provided that in no event will

Holdings be required to obtain independent appraisals or other third-party valuations of such Mortgaged Property, unless required by

FIRREA or other applicable law, provided, however, Holdings shall provide to the title company such supporting information

with respect to its determination of Fair Market Value as may be reasonably required by the title company, (iii) with respect to each

Mortgaged Property located in the United States, a completed “Life-of-Loan” Federal Emergency Management Agency Standard

Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable,

shall be duly executed by the applicable Loan Party relating to such Mortgaged Property), and, if any such Mortgaged Property is located

in an area determined by the Federal Emergency Management Agency to have special flood hazards, evidence of such flood insurance as may

be required under applicable law, including Regulation H of the Board of Governors and (iv) such customary surveys (or existing surveys

together with no-change affidavits of such Mortgaged Property or survey alternatives, including express maps), abstracts, legal opinions,

title documents and other documents as the Administrative Agent or the Required Lenders may reasonably request with respect to any such

Mortgage or Mortgaged Property; provided that (x) the requirements of the foregoing clauses (i), (ii), (iv) and (v) shall be completed

on or before the date that is 90 days after the Closing Date (or such longer period as the Administrative Agent may, in its reasonable

discretion, agree to in writing (such approval or consent not to be unreasonably withheld or delayed)) in accordance with ‎Section

5.15, (y) legal opinions referred to in the foregoing clause (iv) shall be limited to the purposes of obtaining customary legal opinions

from counsel qualified to opine in the jurisdiction where such Mortgaged Property is located regarding solely to the enforceability of

the Mortgage for such Mortgaged Property and such other customary matters as may be in form and substance reasonably satisfactory to

the Administrative Agent; and (z) no delivery of new surveys shall be required for any Mortgaged Property where the title company will

issue a lender’s title policy with the standard survey exception omitted from such title policy and affirmative endorsements that

require a survey; and

(f)

except as otherwise provided for in the Security Documents, each Loan Party shall have obtained all consents and approvals required to

be obtained by it in connection with the execution and delivery of all Security Documents to which it is a party, the performance of

its obligations thereunder and the granting by it of the Liens thereunder.

Notwithstanding

anything to the contrary, subject to the proviso set forth in the following sentence, no Loan Party shall be required, nor shall the

Administrative Agent be authorized, (i) to perfect pledges, security interests and mortgages of Collateral of Loan Parties by any means

other than by (A) filings pursuant to the Uniform Commercial Code, in the office of the Secretary of State (or similar central filing

office) of the relevant jurisdiction where the grantor is located (as determined pursuant to the Uniform Commercial Code) and filings

in the applicable real estate records with respect to Mortgaged Properties, (B) filings in the United States Patent and Trademark Office

and the United States Copyright Office with respect to Intellectual Property as expressly required in the Security Documents, and (C)

delivery to the Administrative Agent, to be held in its possession, of the Global Intercompany Note and, solely to the extent the applicable

Indebtedness is not also evidenced by the Global Intercompany Note, all Collateral consisting of intercompany notes in a principal amount

of $20,000,000 or more, owed by a single obligor, stock certificates of Restricted Subsidiaries and instruments, in each case as expressly

required in the Security Documents or (ii) to enter into any control agreement with respect to any cash and Permitted Investments, other

deposit accounts, securities accounts or commodities accounts, in each case to the extent in the name of a Loan Party and held or located

in the United States. For the avoidance of doubt, and notwithstanding anything to the contrary, including the foregoing, (x) no actions

(including filings or searches) shall be required in order to create or perfect any security interest in any assets of the Loan Parties

located outside of the United States (including any Intellectual Property registered or applied-for in, or otherwise located, protected

or arising under the laws of any jurisdiction outside the United States) and (y) no foreign law security or pledge agreements or foreign

law mortgages or deeds shall be required outside of the United States with respect to any Loan Party.

“Commitment”

means with respect to any Lender, such Lender’s Revolving Commitment, Initial Term Commitment, commitment in respect of any Incremental

Revolving Loans or commitment in respect of any Incremental Term Loans or any combination thereof (as the context requires).

“Commodity

Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.) 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 this Agreement or any other Loan Document or the transactions contemplated herein or therein that is distributed to

the Administrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to ‎Section 9.01,

including through the Platform.

“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.

“Consenting

Lender” has the meaning assigned to such term in ‎Section 2.22(a).

“Consolidated

Debt” means, as of any date, the aggregate principal amount of Indebtedness of the type specified in the following clauses

of the definition of “Indebtedness”: clause (a) (excluding Indebtedness of the type set forth in ‎Section 6.01(a)(ix)

that is non-recourse to Holdings, the Borrower and the Restricted Subsidiaries and excluding any Excluded Refinanced Debt), clause (b)

(excluding Indebtedness owing to Resideo and/or its Subsidiaries in connection with the Closing Date Refinancing), clause (e) (but only

to the extent supporting Indebtedness of the types specified in clauses (a), (b) and (g) of the definition thereof), clause (f) (but

only to the extent supporting Indebtedness of the types specified in clauses (a), (b) and (g) of the definition thereof), clause (g),

clause (h) (but only to the extent drawn and unreimbursed after one Business Day) and clause (k), in each case relating to the Restricted

Group outstanding as of such date determined on a consolidated basis; provided that in no event shall Supply Chain Financing be

included in the calculation of Consolidated Debt.

“Consolidated

EBITDA” means, for any period, Consolidated Net Income for such period plus

(a)

without duplication and to the extent deducted in determining such Consolidated Net Income for such period, the sum of:

(i)

total interest expense for such period, and, to the extent not reflected in such total interest expense, the sum of (A) premium payments,

debt discount, fees, charges and related expenses incurred in connection with borrowed money (including capitalized interest) or in connection

with the deferred purchase price of assets plus (B) the portion of rent expense with respect to such period under Capital Lease Obligations

that is treated as interest expense in accordance with GAAP, plus (C) any losses on hedging obligations or other derivative instruments

entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations or such derivative

instruments, plus (D) bank and letter of credit fees and costs of surety bonds in connection with financing activities, plus (E) any

commissions, discounts, yield and other fees and charges (including any interest expense) related to any Permitted Receivables Facility,

plus (F) amortization or write-off of deferred financing fees, debt issuance costs, debt discount or premium, terminated hedging obligations

and other commissions, financing fees and expenses and, adjusted, to the extent included, to exclude any refunds or similar credits received

in connection with the purchasing or procurement of goods or services under any purchasing card or similar program,

(ii)

provision for Taxes based on income, profits, revenue or capital for such period, including, without limitation, state, franchise, excise,

gross receipts, value added, margins, and similar taxes and foreign withholding taxes (including penalties and interest related to taxes

or arising from tax examinations) and, without duplication of the foregoing, any payments to any direct or indirect parent in respect

of such taxes (including, without limitation, the amount of any distributions in respect of the foregoing items pursuant to ‎Section

6.08(a)(xiii)),

(iii)

depreciation and amortization expense for such period,

(iv)

(A) costs and expenses incurred in connection with the Spin-Off Reorganization Actions and the Transactions, including but not limited

to severance costs, relocation costs, repositioning and other restructuring costs, integration and facilities’ opening costs and

other business optimization expenses and operating improvements and establishment costs, recruiting fees, signing costs, retention or

completion bonuses, transition costs, costs related to closure/consolidation of facilities, internal costs in respect of Spin-Off Reorganization

Actions and Spin-Off Transaction related initiatives and curtailments or modifications to pension and post-retirement employee benefit

plans (including any settlement of pension liabilities), contract terminations and professional and consulting fees incurred in connection

with any of the foregoing, in each case incurred in connection with Spin-Off Reorganization Actions and the Spin-Off Transactions during

such period, and (B) “run rate” cost savings, operating expense reductions, business optimization activities improvements

(but excluding “run rate” Consolidated EBITDA attributable to projected increases in revenues) and similar initiatives and

similar synergies (excluding revenue synergies), in each case, in connection with the Spin-Off Reorganization Actions and the Spin-Off

Transactions that are factually supportable and have been realized or are reasonably expected to be realized within 24 months following

the applicable Spin-Off Reorganization Action and the Spin-Off Transaction, and calculated on a Pro Forma Basis as though such synergies,

cost savings, expense reductions, other operating changes, optimizations and similar initiatives had been realized (or commenced, acquired

or created, as applicable) on the first day of such period), net of the amount of actual benefits realized during such period from such

actions,

(v)

fees, costs and expenses incurred during such period in connection with any proposed or actual permitted merger, acquisition, Investment,

asset sale, other disposition or capital markets or financing transaction, without regard to the consummation thereof,

(vi)

unusual, non-recurring or exceptional expenses, losses or charges incurred during such period.

(vii)

integration costs, transition costs, consolidation and closing costs for facilities, costs incurred in connection with any non-recurring

strategic initiatives, acquisitions and non-recurring Intellectual Property development at any time, other business optimization expenses

(including costs and expenses relating to business optimization programs, new systems design, technology upgrades and implementation

costs), severance costs, project start-up costs and repositioning and other restructuring charges, carve-out related items, accruals

or reserves (including restructuring costs related to acquisitions at any time and to closure/consolidation of facilities, retention

charges, systems establishment costs and excess pension charges) incurred during such period,

(viii)

any non-cash charges, losses or expenses for such period except to the extent representing an accrual for future cash outlays (but excluding

any non-cash charge, loss or expense in respect of an item that was included in Consolidated Net Income in a prior period and any non-cash

charge, loss or expense that relates to the write-down or write-off of inventory, other than any write-down or write-off of inventory

as a result of purchase accounting adjustments in respect of any acquisition permitted by the credit facilities provided for under this

Agreement),

(ix)

any non-cash loss attributable to the mark to market movement in the valuation of any Equity Interests, and hedging obligations or other

derivative instruments;

(x)

(A) any losses relating to amounts paid in cash prior to the stated settlement date of any hedging obligation that has been reflected

in Consolidated Net Income for such period, (B) any losses during such period attributable to early extinguishment of indebtedness or

obligations under any Hedging Agreement and (C) any gain relating to hedging obligations associated with transactions realized in the

current period that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated EBITDA pursuant to

clauses (b)(iii) below,

(xi)

any losses during such period resulting from the sale or disposition of any asset outside the Ordinary Course of Business,

(xii)

other add-backs and adjustments of the type set forth in (x) the Lender Presentation and/or (y) the Form 10 incurred during such period;

provided, that any add-backs and adjustments made pursuant to this clause (xii) for any period shall not exceed, together with

any amounts added back pursuant to clause (b) of the definition of “Pro Forma Basis” for such period, 20% of Consolidated

EBITDA in the aggregate for such period (determined prior to the adjustments contemplated by such clause (b), and

(xiii)

“run rate” cost savings, operating expense reductions, business optimization activities improvements (but excluding

“run rate” Consolidated EBITDA attributable to projected increases in revenues) and similar initiatives and similar

synergies, in each case, that are factually supportable and have been realized or are reasonably expected to be realized within 24

months following (i) any acquisition (including the commencement of activities constituting a business), (ii) disposition (including

the termination or discontinuance of activities constituting a business) of business entities or of properties or assets

constituting a division or line of business, (iii) the IRA Termination (to the extent allocated to any member of the Restricted

Group) and/or (iv) any other operational change, optimization or similar initiative (including, to the extent applicable, in

connection with any restructuring) (which, in the case of each of clauses (i) – (iv) above, will be added to Consolidated

EBITDA as so projected until fully realized (or if earlier, the time when such cost savings, operating expense reductions, business

and product optimization activities and similar initiatives and similar synergies shall cease to be reasonably expected to be

realized within such 24 months), and calculated on a Pro Forma Basis as though such synergies, cost savings, expense reductions,

other operating changes, optimizations and similar initiatives had been realized (or commenced, acquired or created, as applicable)

on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided

that any add-backs and adjustments made pursuant to this clause (xiii) for any period (excluding any addbacks and adjustments

pursuant to this clause (xiii) with respect to the IRA Termination, which shall be uncapped) shall not exceed, together with any

amounts added back pursuant to clause (xii) above for such period and any amounts added back pursuant to clause (b) of the

definition of “Pro Forma Basis” for such period, 20% of Consolidated EBITDA in the aggregate for such period (in

each case, determined after giving effect to the adjustments contemplated thereby) (collectively, the “Applicable

Adjustments”), minus

(b)

without duplication and to the extent included in determining such Consolidated Net Income, the sum of

(i)

any non-cash gains for such period (other than any such non-cash gains (A) in respect of which cash was received in a prior period or

will be received in a future period and (B) that represent the reversal of any accrual in a prior period for, or the reversal of any

cash reserves established in a prior period for, anticipated cash charges),

(ii)

all gains during such period resulting from the sale or disposition of any asset outside the Ordinary Course of Business,

(iii)

(A) any gains relating to amounts received in cash prior to the stated settlement date of any hedging obligation that has been reflected

in Consolidated Net Income for such period, (B) any gains during such period attributable to early extinguishment of Indebtedness or

obligations under any Hedging Agreement and (C) any loss relating to hedging obligations associated with transactions realized in the

current period that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated EBITDA pursuant to

clause (a)(x) above, and

(iv)

any non-cash gain attributable to the mark to market movement in the valuation of any Equity Interests, and hedging obligations or other

derivative instruments.

the event any Subsidiary shall be a subsidiary that is not wholly owned by Holdings, all amounts added back in computing Consolidated

EBITDA for any period pursuant to clause (a) above, and all amounts subtracted in computing Consolidated EBITDA pursuant to clause (b)

above, to the extent such amounts are, in the reasonable judgment of a Financial Officer of Holdings, attributable to such subsidiary,

shall be reduced by the portion thereof that is attributable to the non-controlling interest in such subsidiary.

Notwithstanding

anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes

any of the fiscal quarters ended June 30, 2025, September 30, 2025, December 31, 2025 and March 31, 2026, Consolidated EBITDA for such

fiscal quarters shall be $91,000,000, $77,000,000, $70,000,000 and $51,000,000, respectively and in each case, shall be subject to any

applicable addbacks and adjustments (without duplication) pursuant to the definition of “Pro Forma Basis”.

“Consolidated

First Lien Leverage Ratio” means, as of the last day of any fiscal quarter, the ratio of (a)(i) Consolidated First Lien Secured

Debt minus (ii) unrestricted cash, cash restricted in favor of the Administrative Agent and Permitted Investments as reflected on the

consolidated balance sheet of Holdings, the Borrower and its Restricted Subsidiaries in an amount not to exceed $300,000,000 to (b) LTM

Consolidated EBITDA.

“Consolidated

First Lien Secured Debt” means, as of any date, Consolidated Secured Debt minus the portion of Indebtedness of the Restricted

Group included in Consolidated Secured Debt that is secured by any Lien on property or assets of the Restricted Group that is junior

to the Liens securing the Obligations.

“Consolidated

Interest Coverage Ratio” means the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense, in each case for

the four consecutive fiscal quarters of Holdings ended on such date.

“Consolidated

Interest Expense” means for any period, the excess of (a) the sum of, without duplication, (i) the interest expense (including

imputed interest expense in respect of Capital Lease Obligations) of the Restricted Group for such period, determined on a consolidated

basis in accordance with GAAP and (ii) any interest or other financing costs accrued during such period in respect of Indebtedness of

the Restricted Group that are required to be capitalized rather than included in Consolidated Interest Expense of Holdings for such period

in accordance with GAAP, (iii) any cash payments made during such period in respect of obligations referred to in clause (b)(iii) below

that were amortized or accrued in a previous period, and (iv) all cash dividends paid or payable during such period in respect of Disqualified

Equity Interests of Holdings; provided that such dividends shall be multiplied by a fraction the numerator of which is one and

the denominator of which is one minus the effective combined tax rate of Holdings (expressed as a decimal) for such period (as estimated

by a Financial Officer of Holdings in good faith) minus (b) the sum of, without duplication, (i) interest income of the Restricted Group

for such period, determined on a consolidated basis in accordance with GAAP, (ii) to the extent included in such Consolidated Interest

Expense for such period, non-cash amounts attributable to amortization or write-off of capitalized interest or other financing costs

paid in a previous period and (iii) to the extent included in such Consolidated Interest Expense for such period, non-cash amounts attributable

to amortization of debt discounts or accrued interest payable in kind for such period. For purposes of determining the Consolidated Interest

Coverage Ratio for the period of four consecutive quarters ending after the Closing Date (each, an “Applicable Period End Date”),

Consolidated Interest Expense shall be deemed to be equal to the Consolidated Interest Expense for the period from the Closing Date to

and including the Applicable Period End Date, multiplied by a fraction equal to (x) 365 divided by (y) the number of days actually elapsed

from the Closing Date to such Applicable Period End Date. Notwithstanding anything herein to the contrary, in no event shall payments

in respect of any Tax Matters Agreement be included in the calculation of Consolidated Interest Expense.

“Consolidated

Net Income” means, for any period, (a) the net income or loss of the Restricted Group for such period determined in accordance

with GAAP as set forth on the consolidated financial statements of the Restricted Group for such period, minus (b) any Transaction Costs

incurred during such period, minus (c) fees and expenses incurred during such period in connection with any proposed or actual permitted

merger, acquisition, Investment, asset sale, other disposition or capital markets transaction, without regard to the consummation thereof

and any gains (loss) and all fees and expenses or charges relating thereto for such period attributable to early extinguishment of Indebtedness

or obligations under any Hedging Agreement; provided that there shall be excluded (i) the income of any Person that is not a member

of the Restricted Group, except to the extent of the amount of cash dividends or other cash distributions (or, in the case of non-cash

distributions, to the extent converted into cash) actually paid by such Person to the Borrower or any Restricted Subsidiary of Holdings

during such period, (ii) any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or

loss, (iii) any unrealized or realized gain or loss due solely to fluctuations in currency values and the related tax effects, determined

in accordance with GAAP, and (iv) the cumulative effect of a change in accounting principles in such period, if any.

“Consolidated

Secured Debt” means, as of any date, Consolidated Debt minus the portion of Indebtedness of the Restricted Group included in

Consolidated Debt that is not secured by any Lien on property or assets of the Restricted Group.

“Consolidated

Secured Leverage Ratio” means, as of the last day of any fiscal quarter, the ratio of (a)(i) Consolidated Secured Debt minus

(ii) unrestricted cash, cash restricted in favor of the Administrative Agent and Permitted Investments as reflected on the consolidated

balance sheet of Holdings, the Borrower and its Restricted Subsidiaries in an amount not to exceed $300,000,000 to (b) LTM Consolidated

EBITDA.

“Consolidated

Total Assets” means the total assets of the Restricted Group determined in accordance with GAAP.

“Consolidated

Total Leverage Ratio” means, as of the last day of any fiscal quarter, the ratio of (a)(i) Consolidated Debt minus (ii) unrestricted

cash, cash restricted in favor of the Administrative Agent and Permitted Investments as reflected on the consolidated balance sheet of

Holdings, the Borrower and its Restricted Subsidiaries in an amount not to exceed $300,000,000 to (b) LTM Consolidated EBITDA; provided

that solely for determining compliance with the financial covenant set forth in Section 6.13, clause (a)(ii) of this definition

shall be deemed to refer to all unrestricted cash, cash restricted in favor of the Administrative Agent and Permitted Investments as

reflected on the consolidated balance sheet of Holdings, the Borrower and its Restricted Subsidiaries, without a cap thereon.

“Control”

means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies, or the dismissal

or appointment of the management, of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling”

and “Controlled” have meanings correlative thereto.

“CORRA”

means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada or any successor administrator.

“CORRA

Loan” means a Loan that bears interest at a rate based on the Adjusted Term CORRA Rate.

“Covered

Entity” means any of the following:

(a)

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

(b)

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

(c)

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 such term in ‎Section 9.21.

“Credit

Party” means the Administrative Agent, each Issuing Bank and each other Lender.

“CTLR

Testing Date” has the meaning assigned to such term in ‎Section 6.13.

“Cured

Default” has the meaning assigned to such term in ‎Section 7.03.

“Daily

Simple RFR” means, for any day (an “RFR Interest Day”), an interest rate per annum equal to SONIA for the

day that is five RFR Business Days prior to (a) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (b) if such

RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day; provided that if

the Daily Simple RFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for purposes of

this Agreement.

“Daily

Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day

“SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate

Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities

Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published

by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be

effective from and including the effective date of such change in SOFR without notice to the Borrower. If by 5:00 p.m. (New York City

time) on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Date, SOFR in respect

of such SOFR Determination Date has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with

respect to the Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Date will be SOFR as published in respect of

the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website,

with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR”

for syndicated business loans; provided that if the Administrative Agent decides that any such convention is not administratively

feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion; provided

that if the Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the

purposes of this Agreement.

“Declining

Lender” has the meaning assigned to such term in ‎Section 2.22(a).

“Default”

means any event or condition that constitutes an Event of Default or that upon notice, lapse of time or both would, unless cured or waived,

constitute 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, subject to ‎Section 2.20, any Revolving Lender that (a) has failed, within two Business Days of the

date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit

or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above,

such Revolving Lender notifies the Administrative Agent in writing that such failure is the result of such Revolving Lender’s good

faith determination that a condition precedent to funding (specifically identified in such writing, including, if applicable, by reference

to a specific Default) has not been satisfied, (b) has notified Holdings, the Borrower 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 Revolving Lender’s good faith determination

that a condition precedent to funding (specifically identified in such writing, including, if applicable, by reference to a specific

Default) cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three

Business Days after request by a Credit Party, made in good faith, to provide a certification in writing from an authorized officer of

such Revolving 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; provided that such Revolving 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, or has a direct or indirect parent company that has, become the subject of a Bankruptcy Event.

Any determination by the Administrative Agent that a Revolving Lender is a Defaulting Lender under any one or more of clauses (a) through

(d) above shall be conclusive and binding absent manifest error, and such Revolving Lender shall be deemed to be a Defaulting Lender

(subject to ‎Section 2.20) upon delivery of written notice of such determination to the Borrower, each Issuing Bank and each

other Lender.

“Designated

Non-Cash Consideration” means the fair market value of non-cash consideration received by the Borrower or a Subsidiary in connection

with a disposition pursuant to ‎Section 6.05(k) that is designated as Designated Non-Cash Consideration pursuant to a certificate

of an executive officer, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion

of the non-cash consideration converted to cash within 180 days following the consummation of such disposition).

“Designated

Subsidiary” has the meaning assigned to such term in ‎Section 5.12(b).

“Disqualified

Equity Interest” means any Equity Interest that (a) matures or is mandatorily redeemable (other than solely for Qualified Equity

Interests) or subject to mandatory repurchase or redemption or repurchase at the option of the holders thereof, in each case in whole

or in part and whether upon the occurrence of any event, pursuant to a sinking fund obligation on a fixed date or otherwise, prior to

the date that is 91 days after the Latest Maturity Date (determined as of the date of issuance thereof or, in the case of any such Equity

Interests outstanding on the date hereof, as of the date hereof), other than (i) upon payment in full of the Loan Document Obligations,

reduction of the LC Exposure to zero and termination of the Commitments or (ii) upon a “change in control” or asset

sale or casualty or condemnation event; provided that any payment required pursuant to this clause (ii) shall be subject to the

prior repayment in full of the Loan Document Obligations, reduction of the LC Exposure to zero and termination of the Commitments or

(b) is convertible or exchangeable, automatically or at the option of any holder thereof, into (i) any Indebtedness (other than any Indebtedness

described in clause (i) of the definition thereof) or (ii) any Equity Interests or other assets other than Qualified Equity Interests,

in each case at any time prior to the date that is 91 days after the Latest Maturity Date (determined as of the date of issuance thereof

or, in the case of any such Equity Interests outstanding on the date hereof, as of the date hereof); provided that an Equity Interest

in any Person that is issued to any employee or to any plan for the benefit of employees or by any such plan to such employees shall

not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by such Person or any of its subsidiaries

in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Disqualified

Institution” means (i) (x) the competitors of Holdings, the Borrower and their respective subsidiaries and (y) the banks, financial

institutions and other institutional lenders and persons, in each case set forth in a list provided to the Administrative Agent prior

to the Effective Date at JPMDQ_Contact@jpmorgan.com or such other address provided by the Administrative Agent from time to time; provided

that any such list provided (or any modifications, deletions or supplements thereto) shall become effective the following Business Day

after such delivery and (ii) any of their Affiliates that are clearly identifiable solely on the basis of such Affiliates’ name

(other than any such Affiliates that are primarily engaged in making, purchasing, holding or otherwise investing in commercial loans

in the ordinary course of their business (other than any Affiliates excluded pursuant to clause (i)(y)) (provided further that

any additional designation permitted by the foregoing shall not apply retroactively to any prior or pending assignment or participation).

“Distribution

Agreement” means the Separation and Distribution Agreement, to be dated on or about the Closing Date, between Resideo and Holdings

in substantially the form attached to the Form 10, as amended or supplemented from time to time.

“Documentation

Agents” means, collectively, BNP Paribas, PNC Bank, National Association, Truist Bank, U.S. Bank National Association, Royal

Bank of Canada, Citizens Bank, N.A., Citibank, N.A., KeyBank National Association, The Bank of Nova Scotia, Barclays Bank PLC, The Huntington

National Bank and CIBC World Markets Corp.

“Dollar

Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in dollars, such amount

and (b) if such amount is expressed in a Permitted Foreign Currency, the equivalent of such amount in dollars determined by using the

rate of exchange for the purchase of dollars with the Permitted Foreign Currency last provided (either by publication or otherwise provided

to the Administrative Agent) by Reuters on the Business Day (New York City time) immediately preceding the date of determination or if

such service ceases to be available or ceases to provide a rate of exchange for the purchase of dollars with the Permitted Foreign Currency,

as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters

chosen by the Administrative Agent in its sole discretion (or if such service ceases to be available or ceases to provide such rate of

exchange, the equivalent of such amount in dollars as determined by the Administrative Agent using any method of determination it deems

appropriate in its sole discretion).

“dollars”

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

“ECF

Sweep Amount” has the meaning assigned to such term in ‎Section 2.11(d).

“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 July 1, 2026.

“Effective

Date Loan Party” means each of Holdings and the Borrower.

“Eligible

Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person, other than, in each

case, a natural person, a Defaulting Lender, Holdings, the Borrower, any Subsidiary, any other Affiliate of Holdings and to the extent

posted to the Lenders, a Disqualified Institution.

“Employee

Matters Agreement” means the Employee Matters Agreement, dated on or about the Closing Date, between Resideo and ADI, in substantially

the form attached to the Form 10, as amended or supplemented from time to time.

“EMU

Legislation” means legislative measures of the European Union (including, without limitation, the European Council regulations)

for the introduction of, changeover to or operation of the Euro in one or more member states.

“Environmental

Law” means any treaty, law (including common law), rule, regulation, code, ordinance, order, decree, judgment, injunction,

notice or binding agreement issued, promulgated or entered into by or with any Governmental Authority, relating in any way to (a) the

protection of the environment, (b) the preservation or reclamation of natural resources, (c) the generation, management, Release or threatened

Release of any Hazardous Material or (d) health and safety matters, to the extent relating to the exposure to Hazardous Materials.

“Environmental

Liability” means any liability, obligation, loss, claim, action, order or cost, contingent or otherwise (including any liability

for damages, costs of medical monitoring, costs of environmental remediation or restoration, administrative oversight costs, consultants’

fees, fines, penalties and indemnities), directly or indirectly resulting from or based upon (a) any actual or alleged violation of any

Environmental Law or permit, license or approval required thereunder, (b) the generation, use, handling, transportation, storage, treatment

or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous

Materials, or (e) any legally binding contract or agreement or other legally binding consensual arrangement pursuant to which liability

is assumed or imposed with respect to any of the foregoing.

“Equity

Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial

interests in a trust or other equity ownership interests (whether voting or non-voting) in, or interests in the income or profits of,

a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing (other than,

prior to the date of such conversion, Indebtedness that is convertible into Equity Interests).

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA

Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single

employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated

as a single employer under Section 414 of the Code.

“ERISA

Event” means (a) any “reportable event”, as defined in Section 4043(c) of ERISA or the regulations issued thereunder

with respect to a Plan (other than an event for which the 30 day notice period is waived), (b) any failure by any Plan to satisfy the

minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or

not waived, (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum

funding standard with respect to any Plan, (d) a determination that any Plan is, or is expected to be, in “at risk” status

(as defined in Section 303(i)(4) of ERISA or Section 430(i)(4)(A) of the Code), (e) the incurrence by the Borrower or any of its ERISA

Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan under Section 4041 or 4041(A) of ERISA,

respectively, (f) the receipt by the Borrower or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating

to an intention to terminate any Plan under Section 4041 or 4041A of ERISA, respectively, or to appoint a trustee to administer any Plan,

(g) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal

from any Plan or Multiemployer Plan, (h) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer

Plan from the Borrower or any of its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination

that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of Title IV of ERISA, or in endangered or critical status,

within the meaning of Section 305 of ERISA or (i) any Foreign Benefit Event.

“EURIBOR”

when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest

at a rate determined by reference to the EURIBOR Rate.

“EURIBOR

Loan” means a Loan that bears interest at a rate based on the EURIBOR Screen Rate.

“EURIBOR

Rate” means, for any day and time, with respect to any Term Benchmark Borrowing denominated in Euros for any Interest Period,

the EURIBOR Screen Rate, two TARGET Days prior to the commencement of such Interest Period; provided that if the EURIBOR Rate

as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“EURIBOR

Screen Rate” means the euro interbank offered rate administered by the European Money Markets Institute (or any other person

which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication

by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate)

or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters

published at approximately 11:00 a.m. Brussels time on the applicable date of determination. If such page or service ceases to be available,

the Administrative Agent may specify another page or service displaying the relevant rate.

“EU

Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor

Person), as in effect from time to time.

“Euros”

or “€” means the single currency of the Participating Member States.

“Event

of Default” has the meaning assigned to such term in ‎Section 7.01.

“Excess

Cash Flow” means, for any fiscal year of Holdings, the sum (without duplication) of:

(a)

the Consolidated Net Income (or loss) of the Restricted Group for such fiscal year, adjusted to exclude (i) net income (or loss) of any

consolidated Restricted Subsidiary that is not wholly owned by Holdings to the extent such income or loss is attributable to the non-controlling

interest in such consolidated Restricted Subsidiary and (ii) any non-cash gains (or non-cash losses) attributable to sale or disposition

of any asset of the Restricted Group outside the Ordinary Course of Business to the extent included (or deducted) in calculating Consolidated

Net Income; plus

(b)

depreciation, amortization and other non-cash charges or losses deducted in determining such Consolidated Net Income (or loss) for such

fiscal year; plus

(c)

the sum of (i) the amount, if any, by which Net Working Capital decreased during such fiscal year (except as a result of the reclassification

of items from short-term to long-term or vice-versa), (ii) the net amount, if any, by which the consolidated deferred revenues and other

consolidated accrued long-term liability accounts of the Restricted Group increased during such fiscal year and (iii) the net amount,

if any, by which the consolidated accrued long-term asset accounts of the Restricted Group decreased during such fiscal year; minus

(d)

the sum of (i) any non-cash gains included in determining such Consolidated Net Income (or loss) for such fiscal year, (ii) the amount,

if any, by which Net Working Capital increased during such fiscal year (except as a result of the reclassification of items from long-term

to short-term or vice-versa), (iii) the net amount, if any, by which the consolidated deferred revenues and other consolidated accrued

long-term liability accounts of the Restricted Group decreased during such fiscal year and (iv) the net amount, if any, by which the

consolidated accrued long-term asset accounts of the Restricted Group increased during such fiscal year; minus

(e)

the sum of (i) any earnings not actually distributed to the Restricted Group, (ii) cash consideration expected to be paid pursuant to

binding contracts and (iii) mandatory prepayments of Indebtedness in respect of assets sales or casualty events;

(f)

the aggregate principal amount of Indebtedness and earnouts repaid or prepaid by the Restricted Group during such fiscal year (and, at

the Borrower’s option (and without deducting such amounts against the subsequent fiscal year’s Excess Cash Flow calculation),

after the end of such fiscal year but prior to the date on which the prepayment pursuant to ‎Section 2.11(d) for such fiscal

year is required to have been made), excluding (i) Indebtedness in respect of Revolving Loans and Letters of Credit or other revolving

credit facilities (unless there is a corresponding reduction in the Revolving Commitments or the commitments in respect of such other

revolving credit facilities, as applicable), (ii) Term Loans voluntarily prepaid or prepaid pursuant to ‎Section 2.11(c) or

‎(d) and, to the extent Revolving Commitments are permanently reduced, Revolving Loans voluntarily prepaid and (iii) repayments

or prepayments of Long-Term Indebtedness financed from Excluded Sources (other than Revolving Loans); minus

(g)

the aggregate amount of Restricted Payments made in cash during such fiscal year in accordance with ‎Section 6.08(a)(v) (and,

at the Borrower’s option (and without deducting such amounts against the subsequent fiscal year’s Excess Cash Flow calculation),

after the end of such fiscal year but prior to the date on which the prepayment pursuant to ‎Section 2.11(d) for such fiscal

year is required to have been made), except to the extent that such Restricted Payments (i) are made to fund expenditures that reduce

Consolidated Net Income (or loss) of the Restricted Group or (ii) are financed from Excluded Sources; minus

(h)

the amount of taxes (including penalties and interest) paid in cash or tax reserves set aside or payable (without duplication) in such

period to the extent such amounts exceed the amount of tax expense deducted in determining Consolidated Net Income for such period.

“Exchange

Act” means the United States Securities Exchange Act of 1934, as amended from time to time.

“Excluded

Deposit Account” means (a) any deposit account the funds in which are used solely for the payment of salaries and wages, workers’

compensation and similar expenses in the Ordinary Course of Business, (b) any deposit account that is a zero-balance disbursement account

and (c) any deposit account the funds in which consist solely of (i) funds held by Holdings, the Borrower or any Restricted Subsidiary

in trust for any director, officer or employee of Holdings, the Borrower or any Restricted Subsidiary or any employee benefit plan maintained

by Holdings, the Borrower or any Restricted Subsidiary or (ii) funds representing deferred compensation for the directors and employees

of Holdings, the Borrower or any Restricted Subsidiary.

“Excluded

Property” means the following assets and property of any Loan Party: (i) all leasehold interests and any fee-owned real property

other than Material Real Property (including requirements to deliver landlord waivers, estoppels and collateral access letters); (ii)

aircraft, rolling stock, motor vehicles and other assets subject to certificates of title, letter of credit rights (except to the extent

perfection can be obtained by filing of Uniform Commercial Code financing statements) and commercial tort claims for which a complaint

or a counterclaim has not yet been filed in a court of competent jurisdiction and commercial tort claims reasonably expected to result

in a judgment not in excess of $10,000,000; (iii) “margin stock” (within the meaning of Regulation U), and pledges

and security interests prohibited by applicable law, rule or regulation; (iv) Equity Interests in (x) any Excluded Subsidiary of the

type described in clauses (a), (b), (d) (other than any Unrestricted Subsidiary that is a Receivables Entity to the extent a pledge of

the equity of such Receivables Entity is not prohibited by the terms of the Permitted Receivables Facility Documents), (e) or (h) of

the definition thereof or (y) any Person other than wholly owned Subsidiaries to the extent (1) requiring the consent of one or

more third parties or (2) the pledge thereof is not permitted by the terms of such Person’s organizational documents, joint

venture documents or similar contractual obligations; (v) assets to the extent a security interest in such assets would result in material

adverse tax or accounting consequences to Holdings and its Subsidiaries (as determined by the Borrower in its reasonable judgment in

consultation with the Administrative Agent); (vi) rights, title or interest in any lease, license, sublicense or other agreement or in

any equipment or property subject to a purchase money security interest, capitalized lease obligation or similar arrangement to the extent

that a grant of a security interest therein would violate or invalidate such lease, license, sublicense or agreement or purchase money

arrangement, capitalized lease obligation or similar arrangement or require the consent of any Person or create a right of termination

in favor of any other party thereto (other than a Loan Party or any of its subsidiaries) after giving effect to the applicable anti-assignment

provisions of the Uniform Commercial Code or equivalent law, other than proceeds and receivables thereof, the assignment of which is

expressly deemed effective under the Uniform Commercial Code or equivalent law notwithstanding such prohibition; (vii) assets that are

(x) prohibited by applicable law, rule or regulation or require governmental (including regulatory) consent, approval, license or authorization

to pledge such assets or (y) contractually prohibited on the Effective Date or the date of acquisition of such asset (or on the date

an Excluded Subsidiary becomes a Loan Party by guaranteeing the Obligations) from pledging such assets, so long as such prohibition is

not created in contemplation of such transaction, and unless such consent, approval, license or authorization has been received, in each

case, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code and other applicable requirements

of law; (viii) any intent-to-use trademark application filed in the United States Patent and Trademark Office pursuant to Section 1(b)

of the Lanham Act, 15 U.S.C. Section 1051, prior to the accepted filing of a “Statement of Use” and issuance of a “Certificate

of Registration” pursuant to Section 1(d) of the Lanham Act or an accepted filing of an “Amendment to Allege Use” whereby

such intent-to-use trademark application is converted to a “use in commerce” application pursuant to Section 1(c) of the

Lanham Act and any other Intellectual Property in any jurisdiction where such pledge or security interest would cause the invalidation

or abandonment of such Intellectual Property under applicable law; (ix) accounts primarily holding funds received from insurance companies

in connection with the third party claims of management and handling business of Holdings and the Restricted Subsidiaries (together with

the funds held in such accounts); (x) Excluded Deposit Accounts; (xi) Excluded Securities Accounts; (xii) any governmental licenses or

state or local franchises, charters and authorizations, to the extent security interests in favor of the Administrative Agent in such

licenses, franchises, charters or authorizations are prohibited or restricted thereby or under applicable law, after giving effect to

the applicable anti-assignment provisions of the Uniform Commercial Code and other applicable requirements of law; provided that

in the event of the termination or elimination of any such prohibition or restriction contained in any applicable license, franchise,

charter or authorization or applicable Law, a security interest in such licenses, franchises, charters or authorizations shall be automatically

and simultaneously granted under the applicable Security Documents and such license, franchise, charter or authorization shall be included

as Collateral; (xiii) assets of Loan Parties located in any jurisdiction outside of the United States (but excluding (1) Equity Interests

of any Foreign Subsidiary or any other Person organized in a jurisdiction outside of the United States and (2) assets owned by a Loan

Party organized under the laws of the United States in which a security interest can be perfected by the filing of a Uniform Commercial

Code financing statement or by delivery of certificates evidencing Equity Interests); (xiv) voting Equity Interests in excess of 65%

of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or any Foreign Subsidiary Holding Company that is directly

owned by any Loan Party that is a U.S. Subsidiary and (xv) those assets as to which the Administrative Agent and Holdings reasonably

agree that the cost or other consequences of obtaining such a security interest or perfection thereof are excessive in relation to the

benefit to the Lenders of the security to be afforded thereby. Notwithstanding anything to the contrary, in no circumstances shall the

Equity Interests in any of the Borrower or any Subsidiary that that holds, directly or indirectly, any Equity Interests in the Borrower

constitute Excluded Property. For the avoidance of doubt, any Resideo Retained Property (as defined in the Distribution Agreement) shall

also constitute Excluded Property.

“Excluded

Refinanced Debt” has the meaning assigned to such term in the definition of “Refinancing Indebtedness”.

“Excluded

Securities Account” shall mean (a) any securities account the funds in which are used solely for the payment of salaries and

wages, workers’ compensation and similar expenses in the Ordinary Course of Business and (b) any securities account the funds or

assets in which consist solely of (i) funds or assets held by Holdings, the Borrower or any Restricted Subsidiary in trust for any director,

officer or employee of Holdings, the Borrower or any Restricted Subsidiary or any employee benefit plan maintained by Holdings, the Borrower

or any Restricted Subsidiary or (ii) funds or assets representing deferred compensation for the directors and employees of Holdings,

the Borrower or any Restricted Subsidiary.

“Excluded

Sources” means (a) proceeds of any incurrence or issuance of Long-Term Indebtedness or Capital Lease Obligations and (b) proceeds

of any issuance or sale of Equity Interests in any member of the Restricted Group (other than issuances or sales of Equity Interests

to a member of the Restricted Group) or any capital contributions to any member of the Restricted Group (other than any capital contributions

made by a member of the Restricted Group).

“Excluded

Subsidiary” shall mean (a) each Subsidiary of Holdings that does not constitute a Material Subsidiary as of the most recently

ended four fiscal quarters of Holdings for which consolidated financial statements have most recently been, or were required to be, delivered

to the Administrative Agent pursuant to Section 5.01(a) or 5.01(b); provided that if such Subsidiary would constitute

a Material Subsidiary as of the end of such four fiscal quarter period, the Borrower shall cause such Subsidiary to become a Loan Party

pursuant to ‎Section 5.12, (b) each Subsidiary that is not a wholly owned Subsidiary or otherwise constitutes a joint venture

(for so long as such Subsidiary remains a non-wholly owned Subsidiary or joint venture), (c) each Subsidiary that is prohibited by any

applicable law, regulation or contract to provide the Guarantee required by the Collateral and Guarantee Requirement (so long as any

such contractual restriction is not incurred in contemplation of such Person becoming a Subsidiary) (unless such prohibition is removed

or any necessary consent, approval, waiver or authorization has been received), or would require governmental (including regulatory)

consent, approval, license or authorization to provide such Guarantee, unless such consent, approval, license or authorization has been

received (and for so long as such restriction or any replacement or renewal thereof is in effect), (d) each Unrestricted Subsidiary,

(e) any special purpose entity or broker-dealer entity, (f) any Subsidiary to the extent that the guarantee of the Obligations by such

entity would result in adverse tax or accounting consequences that are not de minimis (as determined by the Borrower in its reasonable

judgment in consultation with the Administrative Agent), (g) any Captive Insurance Subsidiary, (h) any non-profit Subsidiary, (i) any

Subsidiary of Holdings that is, or would become as a result of providing the Guarantee required by the Collateral and Guarantee Requirement,

an “investment company” as defined in, or subject to regulation under, the Investment Company Act (j) any Foreign

Subsidiary or Foreign Subsidiary Holding Company or (k) any other Subsidiary with respect to which, in the reasonable judgment of the

Administrative Agent and the Borrower, the cost, burden, difficulty or other consequence of guaranteeing the Obligations shall be excessive

in view of the benefits to be obtained by the Secured Parties therefrom; provided that a Subsidiary that has become a Designated

Subsidiary shall not constitute an Excluded Subsidiary. Notwithstanding anything to the contrary, no Subsidiary that holds, directly

or indirectly, any Equity Interests in the Borrower shall constitute an Excluded Subsidiary.

“Excluded

Swap Guarantor” means Holdings or any other Loan Party all or a portion of whose Guarantee of, or grant of a security interest

to secure, any 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).

“Excluded

Swap Obligations” means, with respect to Holdings, or any other Loan Party, any Swap Obligation if, and to the extent that,

all or a portion of the Guarantee of Holdings or such other Loan Party of, or the grant by Holdings or such other Loan Party of a security

interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule,

regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue

of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the

Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Loan Party or the grant of such security interest

becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one

swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or

security interest is or becomes illegal.

“Excluded

Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from

a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes,

in each case (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case

of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or

(ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for

the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on

which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower

under ‎Section 2.19(b) or ‎Section 9.02(c)) or (ii) such Lender changes its lending office, except in each case

to the extent that, pursuant to ‎Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s

assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before

it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with ‎Section 2.17(f) and

(d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing

Maturity Date” has the meaning assigned to such term in ‎Section 2.22(a).

“Existing

RemainCo Credit Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of June 4, 2026, by and

among Resideo, Resideo Holding Inc., Resideo Intermediate Holding Inc., Resideo Funding Inc., the lenders party thereto and JPMorgan

Chase Bank, N.A., as administrative agent, as amended, restated, amended and restated, supplemented or otherwise modified from time to

time.

“Existing

Revolving Borrowings” has the meaning assigned to such term in ‎Section 2.21(d).

“Extension

Effective Date” has the meaning assigned to such term in ‎Section 2.22(a).

“Fair

Market Value” or “fair market value” means, with respect to any asset or group of assets on any date of

determination, the value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing

seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time taking

into account the nature and characteristics of such asset, as reasonably determined by Holdings in good faith.

“FATCA”

means Sections 1471 through 1474 of the Code, as of the Effective Date (or any amended or successor version that is substantively comparable

and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements

entered into pursuant to Section 1471(b) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to

any intergovernmental agreement, treaty or convention entered into in connection with the implementation of such Sections of the Code

(or any such amended or successor version thereof).

“Federal

Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions

by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published

on the next succeeding Business Day by the NYFRB as the effective federal funds rate, provided that if the Federal Funds Effective

Rate as so determined would be less than zero, such rate shall be deemed to zero for the purposes of this Agreement.

“Fee

Letters” shall mean, collectively, (i) the Amended and Restated Fee Letter, dated June 8, 2026, among the Arrangers, certain

other Lenders party thereto, Holdings and the Borrower and (ii) the Agency Fee Letter, dated May 11, 2026, among the Administrative Agent

and the Borrower.

“Financial

Covenant Event of Default” has the meaning assigned to such term in ‎Section 7.01(d).

“Financial

Officer” means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer or controller

of such Person, or any other officer of such Person performing the duties that are customarily performed by a chief financial officer,

principal accounting officer, treasurer or controller and with respect to limited liability companies that do not have officers, the

manager, sole member, managing member or general partner thereof, the chief financial officer, principal accounting officer, treasurer,

assistant treasurer or controller of such Person, or any other officer of such Person performing the duties that are customarily performed

by a chief financial officer, principal accounting officer, treasurer or controller.

“Fixed

Amounts” has the meaning assigned to such term in ‎‎Section 1.06(b).

“Flood

Insurance Laws” means, collectively, (i) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the

National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute

thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters

Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Floor”

means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,

amendment or renewal of this Agreement or otherwise) with respect to the Term SOFR Rate. For the avoidance of doubt the initial Floor

for the Term SOFR Rate shall be zero with respect to Revolving Loans and Term Loans.

“Foreign

Benefit Event” means, with respect to any Foreign Pension Plan, (a) the failure to make or, if applicable, accrue in accordance

with normal accounting practices, any employer or employee contributions under Requirements of Law or by the terms of such Foreign Pension

Plan; (b) the failure to register or loss of good standing with applicable regulatory authorities of any such Foreign Pension Plan required

to be registered; (c) the failure of any Foreign Pension Plan to comply with any material Requirements of Law or with the material terms

of such Foreign Pension Plan; or (d) the receipt of a notice by a Governmental Authority relating to the intention to terminate any such

Foreign Pension Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency

of any such Foreign Pension Plan, in each case, which would reasonably be expected to result in Holdings, the Borrower or any Restricted

Subsidiary becoming subject to a material funding or contribution obligation with respect to such Foreign Pension Plan.

“Foreign

Lender” means a Lender that is not a U.S. Person for U.S. federal income tax purposes.

“Foreign

Pension Plan” means any plan, trust, insurance contract, fund (including, without limitation, any superannuation fund) or other

similar program established or maintained by the Borrower or any one or more of its Restricted Subsidiaries primarily for the benefit

of employees or other service providers of the Borrower or such Restricted Subsidiaries, as applicable, which plan, fund or other similar

program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination

of employment, and which plan is not subject to ERISA or the Code.

“Foreign

Prepayment Event” has the meaning assigned to such term in ‎Section 2.11(e).

“Foreign

Subsidiary” means each Subsidiary that is not a U.S. Subsidiary.

“Foreign

Subsidiary Holding Company” means any Restricted Subsidiary with no material assets other than 65% or more of the Equity Interests

of one or more Foreign Subsidiaries or other Foreign Subsidiary Holding Companies.

“Form

10” means the registration statement on Form 10 originally filed by Holdings with the SEC on May 11, 2026, as may be amended

after the date thereof pursuant to the terms hereof.

“GAAP”

means generally accepted accounting principles in the United States of America, as in effect from time to time (unless the Borrower elects

to change to IFRS pursuant to ‎Section 1.07, upon the effective date of which GAAP shall subsequently refer to IFRS); provided,

however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof

to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such

provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof

for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof,

then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become

effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“Global

Intercompany Note” means the global intercompany note substantially in the form of Exhibit F pursuant to which intercompany

obligations and advances owed by any Loan Party are subordinated to the Obligations, as amended, restated, amended and restated, supplemented

or modified from time to time, by and among the Loan Parties and the other entities party thereto.

“Governmental

Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether

state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,

legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational

bodies exercising such powers or functions, such as the European Union or the European Central Bank).

“Guarantee”

of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing

or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable by another Person (the “primary

obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect,

(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase

(or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities

or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working

capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor

to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued

to support such Indebtedness or other obligation; provided that the term “Guarantee” shall not include endorsements

for collection or deposit in the Ordinary Course of Business. The amount, as of any date of determination, of any Guarantee shall be

the principal amount outstanding on such date of the Indebtedness or other obligation guaranteed thereby (or, in the case of (i) any

Guarantee the terms of which limit the monetary exposure of the guarantor or (ii) any Guarantee of an obligation that does not have a

principal amount, the maximum monetary exposure as of such date of the guarantor under such Guarantee (as determined, in the case of

clause (i), pursuant to such terms or, in the case of clause (ii), reasonably and in good faith by a Financial Officer of the Borrower)).

The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantee

Agreement” means the Guarantee Agreement dated as of July 1, 2026 by and among the Administrative Agent and the Loan Parties

from time to time party thereto, substantially in the form of Exhibit E, as may be amended, restated, amended and restated, supplemented

or modified from time to time.

“Hazardous

Materials” means all explosive, radioactive, hazardous or toxic substances, materials, wastes or other pollutants, including

petroleum or petroleum by-products or distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, chlorofluorocarbons

and other ozone-depleting substances or toxic mold, or any or materials or substances which are defined or regulated as “toxic,”

or “hazardous,” or words of similar import, pursuant to any Environmental Law.

“Hedging

Agreement” means any agreement with respect to any swap, forward, future or derivative transaction, or any 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 the foregoing transactions; provided that no phantom stock or similar plan providing for payments only on account

of services provided by current or former directors, officers, employees or consultants of any member of the Restricted Group shall be

a Hedging Agreement.

“Holdings”

means any of the following persons: (i) ADI Global Distribution Inc., a Delaware corporation, or (ii) any Successor Holdings.

“Honeywell”

means Honeywell International Inc., a Delaware corporation.

“Honeywell

Tax Matters Agreement” means that certain Tax Matters Agreement, dated as of October 19, 2018, among Honeywell, Resideo and,

as of the Closing Date, ADI, as amended or supplemented from time to time.

“IFRS”

means international financial reporting standards and interpretations issued by the International Accounting Standards Board or any successor

thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants

or any successor to either such Board, or the SEC, as the case may be), as in effect from time to time.

“Incremental

Extensions of Credit” has the meaning assigned to such term in ‎Section 2.21(a).

“Incremental

Facilities” has the meaning assigned to such term in ‎Section 2.21(a).

“Incremental

Facility Amendment” has the meaning assigned to such term in ‎Section 2.21(c).

“Incremental

Revolving Commitment” has the meaning assigned to such term in ‎Section 2.21(a).

“Incremental

Revolving Loans” has the meaning assigned to such term in ‎Section 2.21(a).

“Incremental

Term Loans” has the meaning assigned to such term in ‎Section 2.21(a).

“Incremental

Term Loan Increase” has the meaning assigned to such term in ‎Section 2.21(a).

“Incurrence-Based

Amounts” has the meaning assigned to such term in ‎Section 1.06(b).

“Indebtedness”

of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced

by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention

agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price

of property or services (excluding (x) trade accounts payable and other accrued or cash management obligations, in each case incurred

in the Ordinary Course of Business, (y) any earn-out obligation until fifteen (15) Business Days after becoming due and payable and shown

as a liability on the balance sheet of such Person in accordance with GAAP and (z) Taxes and other accrued expenses), (e) all Indebtedness

of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by)

any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed by such Person,

(f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent

or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) all obligations, contingent

or otherwise, of such Person in respect of bankers’ acceptances, (j) net obligations of such Person under any Hedging Agreement

and (k) all Disqualified Equity Interests in such Person, valued, as of the date of determination, at the greater of (i) the maximum

aggregate amount that would be payable upon maturity, redemption, repayment or repurchase thereof (or of Disqualified Equity Interests

or Indebtedness into which such Disqualified Equity Interests are convertible or exchangeable) and (ii) the maximum liquidation preference

of such Disqualified Equity Interests; provided that the term “Indebtedness” shall not include (A) deferred

or prepaid revenue, (B) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty, indemnity

or other unperformed obligations of the seller, (C) any obligations attributable to the exercise of appraisal rights and the settlement

of any claims or actions (whether actual, contingent or potential) with respect thereto, (D) obligations in respect of any residual value

guarantees on equipment leases, (E) any take-or-pay or similar obligation to the extent such obligation is not shown as a liability on

the balance sheet of such Person in accordance with GAAP and (F) asset retirement obligations and obligations in respect of reclamation

and workers’ compensation (including pensions and retiree medical care). The amount of Indebtedness of any Person for purposes

of clause (e) above shall (unless such Indebtedness has been assumed by such Person or such Person has otherwise become liable for the

payment thereof) be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market

value of the property encumbered thereby as determined by such Person in good faith. For the avoidance of doubt, indemnification obligations

under any Tax Matters Agreement shall not constitute Indebtedness.

“Indemnified

Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation

of any Loan Party under this Agreement or any other Loan Document and (b) to the extent not otherwise described in clause (a) of this

definition, Other Taxes.

“Indemnitee”

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

“Initial

Term Borrowing” means Initial Term Loans of the same Class and Type made, converted or continued on the same date and, in the

case of Term Benchmark Loans, as to which a single Interest Period is in effect.

“Initial

Term Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make (or be deemed to make)

an Initial Term Loan hereunder on the Closing Date, expressed as an amount representing the maximum principal amount of the Initial Term

Loan to be made (or deemed to be made) by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to

‎Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to ‎Section

9.04. The initial amount of each Lender’s Initial Term Commitment is set forth on Schedule 2.01 hereto or in the Assignment

and Assumption pursuant to which such Lender shall have assumed its Initial Term Commitment, as applicable. The initial aggregate amount

of the Lenders’ Initial Term Commitments is $600,000,000 as of the Effective Date.

“Initial

Term Lender” means a Lender with an Initial Term Commitment or an outstanding Initial Term Loan.

“Initial

Term Loans” means the Term Loans made (or deemed to be made) by the Term Lenders pursuant to clause (a)(i) of ‎Section

2.01 on the Closing Date.

“Initial

Term Maturity Date” means the date that is seven years after the Closing Date, as the same may be extended pursuant to ‎Section

2.22.

“Inside

Maturity Exception” means any Incremental Extensions of Credit that is designated by the Borrower as being incurred in reliance

on this Inside Maturity Exception and is in an aggregate principal amount outstanding that does not exceed an amount equal to the greater

of (x) $100,000,000 and (y) 35% of LTM Consolidated EBITDA.

“Intellectual

Property” has the meaning assigned to such term in the Collateral Agreement.

“Intellectual

Property Matters Agreement” means the Intellectual Property Matters Agreement, to be dated on or about the Closing Date, between

Resideo and Holdings in substantially the form attached to the Form 10, as amended or supplemented from time to time.

“Interest

Election Request” means a request by the Borrower to convert or continue a Revolving Borrowing or Term Borrowing in accordance

with ‎Section 2.07, which shall be in a form approved by the Administrative Agent and otherwise consistent with the requirements

of ‎Section 2.07.

“Interest

Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December, (b) with respect

to any RFR Loan, (i) each date that is on the numerically corresponding day in each calendar month that is one month after the Borrowing

of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month) and (ii) the Revolving

Maturity Date and (b) with respect to any Term Benchmark 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 Term Benchmark Borrowing with an Interest Period of more than three months’ duration,

each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of

such Interest Period.

“Interest

Period” means (a) with respect to any Term Benchmark Borrowing in dollars or Euros, the period commencing on the date of such

Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (or (x) twelve

(12) months thereafter, if at the time of the relevant Borrowing, all Lenders participating therein agree to make such interest period

available and (y) any other period if, at the time of the relevant Borrowing, the Administrative Agent and all Lenders participating

therein agree to make an interest period of such duration available), as the Borrower may elect and (b) with respect to any Term Benchmark

Borrowing denominated in Canadian Dollars, the period commencing on the date of such Borrowing and ending on the numerically corresponding

day in the calendar month that is one or three months thereafter (subject to the availability for the Benchmark applicable to the relevant

Loan or Commitment for Canadian Dollars), as the Borrower may elect; provided that (a) if any Interest Period would end on a day

other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business

Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any

Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding

day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest

Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall

be the effective date of the most recent conversion or continuation of such Borrowing.

“Investment

Company Act” means the United States Investment Company Act of 1940, as amended from time to time.

“Investments”

means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other

acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee

or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another

Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction

or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting

a business unit, line of business or division of such Person. The amount, as of any date of determination, of (a) any Investment in the

form of a loan or an advance shall be the principal amount thereof outstanding on such date, minus any cash payments actually received

by such investor representing interest in respect of such Investment (to the extent any such payment to be deducted does not exceed the

remaining principal amount of such Investment and without duplication of amounts increasing the Available Amount), but without any adjustment

for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan or advance after

the date thereof, (b) any Investment in the form of a Guarantee shall be equal to the stated or determinable amount of the related primary

obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably

anticipated liability in respect thereof, as determined in good faith by a financial officer, (c) any Investment in the form of a transfer

of Equity Interests or other non-cash property by the investor to the investee, including any such transfer in the form of a capital

contribution, shall be the fair market value (as determined in good faith by a Financial Officer) of such Equity Interests or other property

as of the time of the transfer, minus any payments actually received by such investor representing a return of capital of, or dividends

or other distributions in respect of, such Investment (to the extent such payments do not exceed, in the aggregate, the original amount

of such Investment and without duplication of amounts increasing the Available Amount), but without any other adjustment for increases

or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment,

and (d) any Investment (other than any Investment referred to in clause (a), (b) or (c) above) by the specified Person in the form of

a purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other securities of any other Person

shall be the original cost of such Investment (including any Indebtedness assumed in connection therewith), plus (i) the cost of all

additions thereto and minus (ii) the amount of any portion of such Investment that has been repaid to the investor in cash as a repayment

of principal or a return of capital, and of any cash payments actually received by such investor representing interest, dividends or

other distributions in respect of such Investment (to the extent the amounts referred to in clause (ii) do not, in the aggregate, exceed

the original cost of such Investment plus the costs of additions thereto and without duplication of amounts increasing the Available

Amount), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect

to, such Investment after the date of such Investment. If an Investment involves the acquisition of more than one Person, the amount

of such Investment shall be allocated among the acquired Persons in accordance with GAAP; provided that pending the final determination

of the amounts to be so allocated in accordance with GAAP, such allocation shall be as reasonably determined by a Financial Officer.

“IP

Rights” means the rights of the Holdings, the Borrower and their Restricted Subsidiaries to use any trademarks, service marks,

trade names, domain names, copyrights, patents, software, trade secrets, know-how, designs and other intellectual property, whether owned

or licensed.

“IRA

Termination” means the termination of the Identification and Reimbursement Agreement, dated as of October 14, 2018, between

Resideo Intermediate Holding Inc. (as successor to New HAPI Inc.) and Honeywell, as amended, pursuant to that certain Termination Agreement,

dated as of July 30, 2025, as amended, among inter alios Resideo, Resideo Holding Inc. and Honeywell and the related cash payment

in connection with such termination.

“IRS”

means the United States Internal Revenue Service.

“ISP”

means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute

of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuing

Banks” means (a) JPMCB, (b) Bank of America, N.A., (c) Wells Fargo Bank, National Association, (d) BNP Paribas, (e) PNC Bank,

National Association, (f) Truist Bank, (g) U.S. Bank National Association, (h) Royal Bank of Canada, (i) Citizens Bank, N.A., (j) Citibank

N.A. and (k) each Revolving Lender that shall have become an Issuing Bank hereunder as provided in ‎Section 2.05(j) (other

than any Person that shall have ceased to be an Issuing Bank as provided in ‎Section 2.05(k)). Each Issuing Bank may, in its

discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing

Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“JPMCB”

means JPMorgan Chase Bank, N.A.

“Judgment

Currency” has the meaning assigned to such term in ‎Section 9.19.

“Latest

Maturity Date” means, at any time, the latest of the Maturity Dates in respect of the Classes of Loans and Commitments that

are outstanding at such time.

“LC

Commitment” means, as to each Issuing Bank, the amount set forth opposite such Issuing Bank’s name on Schedule 2.01 under

the caption “LC Sublimit” (as such amount may be increased from time to time as agreed by the Borrower and the applicable

Issuing Bank) or, if a Issuing Bank has entered into an Assignment and Assumption with respect to such LC Commitment, set forth for such

Issuing Bank in the Register as the Issuing Bank’s “LC Commitment.”

“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 amount of all outstanding Letters of Credit at such time

and (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time.

The LC Exposure of any Revolving Lender at any time shall be such Lender’s Applicable Percentage of the aggregate LC Exposure at

such time.

“LC

Sublimit” means an amount equal to $75,000,000.

“LCT

Election” means the Borrower’s election to test the permissibility of a Limited Condition Transaction in accordance with

the methodology set forth in ‎Section 1.06.

“LCT

Test Date” has the meaning specified in ‎Section 1.06.

“Lender

Presentation” means, collectively, those certain lender presentations delivered by Holdings to the Administrative Agent on

May 11, 2026 and June 8, 2026, together with all supplements thereto and any other materials (including financial models) delivered in

connection therewith.

“Lender-Related

Person” has the meaning specified in ‎Section 9.03(d).

“Lenders”

means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption,

an Incremental Facility Amendment or a Refinancing Facility Agreement, other than any such Person that shall have ceased to be a party

hereto pursuant to an Assignment and Assumption.

“Letters

of Credit” means any letter of credit (or with respect to any Issuing Bank, any bank guarantee (or similar instrument) as such

Issuing Bank may in its sole discretion approve) denominated in dollars or in a Permitted Foreign Currency issued pursuant to this Agreement

by an Issuing Bank under the Revolving Commitments, other than any such letter of credit that shall have ceased to be a “Letter

of Credit” outstanding hereunder pursuant to ‎Section 9.05.

“Lien”

means, with respect to any asset, (a) any mortgage, lien, pledge, hypothecation, charge, security interest or other encumbrance in, on

or of such asset or (b) the interest of a vendor or a lessor under any conditional sale agreement or title retention agreement (or any

capital lease or financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided

that in no event shall an operating lease be deemed to constitute a Lien.

“Limited

Condition Transaction” means (i) any acquisition of any assets, business or person, or a merger or consolidation, in each case

involving third parties, or similar Investment permitted hereunder (subject to ‎Section 1.06) by the Borrower or one or more

of the Restricted Subsidiaries, including by way of merger or amalgamation, whose consummation is not conditioned on the availability

of, or on obtaining, third party financing (or, if such condition does exist, the Borrower or any Restricted Subsidiary, as applicable,

would be required to pay any fee, liquidated damages or other amount or be subject to any indemnity, claim or other liability as a result

of such third party financing not having been available or obtained), (ii) any redemption, repurchase, defeasance, satisfaction and discharge

or repayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge

or repayment or (iii) any Restricted Payment requiring irrevocable notice in advance thereof.

“Loan

Document Obligations” means (a) the due and punctual payment by the Borrower of (i) the principal of and interest (including

interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether

allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates

set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under this Agreement in respect of any Letter

of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide

cash collateral and (iii) all other monetary obligations of the Borrower under this Agreement and each of the other Loan Documents, including

obligations to pay fees, expense reimbursement obligations (including with respect to attorneys’ fees) and indemnification obligations,

whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any

bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and

(b) the due and punctual payment of all the obligations of each other Loan Party under or pursuant to each of the Loan Documents (including

monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless

of whether allowed or allowable in such proceeding).

“Loan

Documents” means this Agreement, any Incremental Facility Amendment, any Refinancing Facility Agreement, any Security Document,

any agreement designating an additional Issuing Bank as contemplated by ‎Section 2.05(j) and, except for purposes of ‎Section

9.02, the Global Intercompany Note and any promissory notes delivered pursuant to ‎Section 2.09(d) (and, in each case,

any amendment, restatement, waiver, supplement or other modification to any of the foregoing) and any document designated as a Loan Document

by the Administrative Agent and the Borrower.

“Loan

Parties” means, collectively, Holdings, the Borrower and each other Subsidiary that guarantees any Obligations or is a party

to any Security Document.

“Loans”

means the loans made by the Lenders to the Borrower pursuant to this Agreement, including pursuant to any Incremental Facility Amendment

or any Refinancing Facility Agreement.

“Local

Time” means with respect to any Loan or Borrowing, New York City time.

“Long-Term

Indebtedness” means any Indebtedness (excluding Indebtedness permitted by ‎Section 6.01(a)(iv)) that, in accordance

with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

“LTM

Consolidated EBITDA” means, as of any date of determination, the Consolidated EBITDA of Holdings for the most recent period

of four consecutive fiscal quarters of Holdings ended on or prior to such time (taken as one accounting period) in respect of which financial

statements for each fiscal quarter or fiscal year in such period have been delivered pursuant to ‎Section 5.01(a) or ‎Section

5.01(b).

“Majority

in Interest”, when used in reference to Lenders of any Class, means, at any time, (a) in the case of the Revolving Lenders,

Lenders having Revolving Exposures and unused Revolving Commitments representing more than 50% of the sum of the Aggregate Revolving

Exposure and the unused Aggregate Revolving Commitment at such time and (b) in the case of the Term Lenders of any Class, Lenders holding

outstanding Term Loans of such Class representing more than 50% of the aggregate principal amount of all Term Loans of such Class outstanding

at such time; provided that whenever there are one or more Defaulting Lenders, the total outstanding Term Loans and Revolving

Exposures of, and the unused Commitments of, each Defaulting Lender of any Class shall be excluded for purposes of making a determination

of Majority in Interest.

“Market

Capitalization” means an amount equal to (a) the sum of (i) the total number of issued and outstanding shares of common stock

of Holdings on the date of the declaration of a Restricted Payment permitted pursuant to clause (a)(vi) of ‎Section 6.08 multiplied

by (ii) the arithmetic mean of the closing prices per share of such shares on the principal securities exchange on which such shares

are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.

“Material

Acquisition” means any merger, amalgamation, acquisition or similar Investment or consolidation (or series of related transactions),

in any such case, by Holdings or any Restricted Subsidiary that involves aggregate consideration greater than or equal to $250,000,000.

“Material

Adverse Effect” means a material adverse effect on (a) the business, financial condition or results of operations of Holdings,

the Borrower and the Restricted Subsidiaries, taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their

material obligations to the Lenders or the Administrative Agent under this Agreement or any other Loan Document or (c) the material rights

of, or remedies available to, the Administrative Agent or the Lenders under this Agreement or any other Loan Document.

“Material

Indebtedness” means Indebtedness (other than the Loans, the Letters of Credit and the Guarantees under the Loan Documents),

or obligations in respect of one or more Hedging Agreements, of any one or more of Holdings, the Borrower and the Restricted Subsidiaries

in an aggregate principal amount exceeding $70,000,000. For purposes of determining Material Indebtedness, the “principal amount”

of the obligations of Holdings, the Borrower or any Restricted Subsidiary in respect of any Hedging Agreement at any time shall be the

maximum aggregate amount (giving effect to any netting agreements) that Holdings, the Borrower or such Restricted Subsidiary would be

required to pay if such Hedging Agreement were terminated at such time.

“Material

Intellectual Property” means Intellectual Property that is material to the business of Holdings, the Borrower and their Restricted

Subsidiaries on a consolidated basis (as determined by Holdings in good faith).

“Material

Real Property” means any fee-owned real property (i) with a Fair Market Value of more than $15,000,000 that is owned by a Loan

Party as of the Effective Date, with any such real property being specified in Schedule 1.02 or (ii) with a Fair Market Value of more

than $15,000,000 that is acquired after the Effective Date by any Loan Party or owned by a Subsidiary that becomes a Loan Party pursuant

to ‎Section 5.12.

“Material

Subsidiary” means each Restricted Subsidiary (a) the Consolidated Total Assets of which equal 5.0% or more of the Consolidated

Total Assets of Holdings, the Borrower and the Restricted Subsidiaries or (b) the consolidated revenues of which equal 5.0% or more of

the consolidated revenues of Holdings, the Borrower and the Restricted Subsidiaries, in each case as of the end of or for the most recent

period of four consecutive fiscal quarters of Holdings for which financial statements have been delivered pursuant to ‎Section

5.01(a) or ‎Section 5.01(b) (or, prior to the first delivery of any such financial statements, as of the end of or for

the period of four consecutive fiscal quarters of Holdings most recently ended prior to the date of this Agreement); provided

that if, at the end of or for any such most recent period of four consecutive fiscal quarters, the combined Consolidated Total Assets

or combined consolidated revenues of all Restricted Subsidiaries that under clauses (a) and (b) above would not constitute Material Subsidiaries

shall have exceeded 7.5% of the Consolidated Total Assets of Holdings, the Borrower and the Restricted Subsidiaries or 7.5% of the consolidated

revenues of Holdings, the Borrower and the Restricted Subsidiaries, respectively, then one or more of such excluded Restricted Subsidiaries

shall for all purposes of this Agreement be designated by the Borrower to be Material Subsidiaries, until such excess shall have been

eliminated.

“Maturity

Date” means the Revolving Maturity Date, the Initial Term Maturity Date or the maturity date with respect to any Class of Incremental

Term Loans, as the context requires (or if such date is not a Business Day, the immediately preceding Business Day).

“Maturity

Date Extension Request” means a request by the Borrower, substantially in the form of Exhibit I hereto or such other form as

shall be approved by the Administrative Agent, for the extension of the applicable Maturity Date pursuant to ‎Section 2.22.

“Maximum

Rate” has the meaning assigned to such term in ‎Section 9.13.

“MNPI”

means material information concerning Holdings, the Borrower, any Subsidiary or any Affiliate of any of the foregoing or their respective

securities that has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD

under the Securities Act and the Exchange Act. For purposes of this definition, “material information” means information

concerning Holdings, the Borrower, the Subsidiaries or any Affiliate of any of the foregoing or any of their respective securities that

could reasonably be expected to be material for purposes of the United States Federal and State securities laws and, where applicable,

foreign securities laws.

“Moody’s”

means Moody’s Investors Service, Inc., and any successor to its rating agency business.

“Mortgage”

means a mortgage, deed of trust or other security document granting a Lien on any Mortgaged Property owned by Loan Party to secure the

Obligations. Each Mortgage shall be reasonably satisfactory in form and substance to the Administrative Agent.

“Mortgaged

Property” means, initially, each parcel of Material Real Property existing on the Effective Date, if any, and identified on

Schedule 1.02 and thereafter, each parcel of Material Real Property with respect to which a Mortgage is required to be granted pursuant

to ‎Section 5.12 or ‎Section 5.13, as applicable.

“Multiemployer

Plan” means a “multiemployer plan”, as defined in Section 4001(a)(3) of ERISA, and in respect of which the Borrower

or any of its ERISA Affiliates makes or is obligated to make contributions or with respect to which any of them has any ongoing obligation

or liability, contingent or otherwise.

“Net

Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such event, including (i) any cash

received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to

a note or installment receivable or purchase price adjustment or earnout, but excluding any interest payments), but only as and when

received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards

and similar payments, minus (b) the sum, without duplication, of (i) all fees and out-of-pocket expenses paid in connection with such

event by the Restricted Group (including attorney’s fees, investment banking fees, survey costs, title insurance premiums, and

related search and recording charges, transfer taxes, deed or mortgage recording taxes, underwriting discounts and commissions, other

customary expenses and brokerage, consultant, accountant and other customary fees), (ii) in the case of a sale, transfer, lease or other

disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding),

(x) the amount of all payments that are permitted hereunder and are made by the Restricted Group as a result of such event to repay Indebtedness

(other than the Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, (y) the pro rata

portion of net cash proceeds thereof attributable to minority interests and not available for distribution to or for the account of Holdings,

the Borrower and the Restricted Subsidiaries as a result thereof and (z) the amount of any liabilities directly associated with such

asset and retained by Holdings, the Borrower or any Restricted Subsidiary and including pension and other post-employment benefit liabilities

and liabilities related to environmental matters, and (iii) the amount of all taxes paid (or reasonably estimated to be payable), and

the amount of any reserves established in accordance with GAAP to fund purchase price adjustment, indemnification and other liabilities

(other than any earnout obligations, but including pension and other post-employment benefit liabilities and liabilities related to environmental

matters) reasonably estimated to be payable, as a result of the occurrence of such event (including, without duplication of the foregoing,

the amount of any distributions in respect thereof pursuant to ‎Section 6.08(a)(xiii)) (as determined reasonably and in good

faith by a Financial Officer of Holdings). For purposes of this definition, in the event any contingent liability reserve established

with respect to any event as described in clause (b)(iii) above shall be reduced, the amount of such reduction shall, except to the extent

such reduction is made as a result of a payment having been made in respect of the contingent liabilities with respect to which such

reserve has been established, be deemed to be receipt, on the date of such reduction, of cash proceeds in respect of such event. Notwithstanding

the foregoing, Net Proceeds in respect of (A) any event set forth in clause (a) of the definition of “Prepayment Event” shall

be limited to aggregate Net Proceeds solely to the extent exceeding (A) the greater of (x) $25,000,000 and (y) 10% of LTM Consolidated

EBITDA in the case of any single disposition or series of related dispositions and (B) the greater of (x) $50,000,000 and (y) 20% of

LTM Consolidated EBITDA for all such dispositions during any fiscal year of Holdings and (B) any event set forth in clause (b) of the

definition of “Prepayment Event” shall be limited to aggregate Net Proceeds solely to the extent exceeding $20,000,000.

“Net

Working Capital” means, at any date, (a) the consolidated current assets of the Restricted Group as of such date (excluding

cash and Permitted Investments) minus (b) the consolidated current liabilities of the Restricted Group as of such date (excluding current

liabilities in respect of Indebtedness). Net Working Capital at any date may be a positive or negative number. Net Working Capital increases

when it becomes more positive or less negative and decreases when it becomes less positive or more negative.

“Non-Consenting

Lender” means a Lender whose consent to a Proposed Change is not obtained.

“Non-Guarantor

Debt Basket” means a shared basket in an amount not to exceed the greater of (x) $130,000,000 and (y) 46% of LTM Consolidated

EBITDA at any time outstanding that may be used for (A) the incurrence of certain Indebtedness by Restricted Subsidiaries that are not

Loan Parties under Section 6.01(a)(vii)(B), ‎Section 6.01(a)(xix) and ‎Section 6.01(a)(xx) and (B) Secured Cash

Management Obligations of any Restricted Subsidiary that is not a Loan Party.

“Non-Guarantor

Investment Basket” means a shared basket in an amount not to exceed the greater of (x) $145,000,000 and (y) 50% of LTM Consolidated

EBITDA at any time outstanding that may be used for (A) certain Investments permitted under ‎Section 6.04(b), ‎Section

6.04(e), ‎Section 6.04(f), ‎Section 6.04(g) and ‎Section 6.04(r) and (B) certain Guarantees permitted

under ‎Section 6.04(g) (without duplication of amounts previously included or utilized under clause (A) above).

“NYFRB”

means the Federal Reserve Bank of New York.

“NYFRB

Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank

Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided

that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate

for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of

recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than

zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Obligations”

means, collectively, (a) all the Loan Document Obligations of the Loan Parties, (b) all the Secured Cash Management Obligations, (c)

all the Secured Hedging Obligations, (d) all Secured Supply Chain Financing Obligations and (e) all Secured Additional Letter of Credit

Facility Obligations. For the avoidance of doubt, Obligations shall not include any Excluded Swap Obligations.

“Ordinary

Course of Business” means (a) the ordinary course of business (including with respect to nature, scope, magnitude, quantity

and frequency) that does not require any board of director or shareholder approval or any other separate or special authorization of

any nature and similar in nature, scope and magnitude to actions customarily taken in the ordinary course of the normal day-to-day operations

of other persons that are in the same line of business acting in good faith, (b) consistent with past practice or (c) consistent with

industry practice; provided that, for the avoidance of doubt, the payment of reasonable and customary corporate overhead costs

and expenses (including administrative, legal, accounting and similar expenses payable to third parties), the payment of taxes and the

payment of costs and expenses in connection with litigation matters shall be deemed to be in the Ordinary Course of Business.

“Other

Connection Tax” means, with respect to any Recipient, a Tax imposed as a result of a present or former connection between such

Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become

a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any

other transaction pursuant to or enforced this Agreement or any other Loan Document, or sold or assigned an interest in this Agreement

or any other Loan Document).

“Other

Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from

any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of

a security interest under, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other

Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to ‎Section 2.19(b)).

“Overnight

Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Term Benchmark borrowings

by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its

public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Participant”

has the meaning assigned to such term in ‎Section 9.04(c).

“Participant

“Participating

Member State” means a member of the European Communities that has the Euro as its currency in accordance with EMU Legislation.

“Payment”

has the meaning assigned to such term in Section 8.07.

“Payment

Notice” has the meaning assigned to such term in Section 8.07.

“PBGC”

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

“Perfection

Certificate” means a certificate in the form of Exhibit D or any other form approved by the Administrative Agent.

“Periodic

Term CORRA Determination Day” has the meaning set forth in the definition of “Term CORRA”.

“Permitted

Acquisition” means, the purchase or other acquisition by Holdings, the Borrower or a Restricted Subsidiary permitted under

‎Section 6.04(b) (in one transaction or a series of related transactions) of all or substantially all of the property and

assets or business of any Person or of assets constituting a business unit, a line of business or division of such Person, or the Equity

Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary (or, in the case of a merger or consolidation,

the surviving Person is Holdings, the Borrower or a Restricted Subsidiary of the Borrower) or, in the case of a purchase or acquisition

of assets (other than Equity Interests), will be owned by Holdings, the Borrower or a Restricted Subsidiary of the Borrower; provided

that, immediately before and immediately after giving effect to any such purchase or other acquisition on a Pro Forma Basis, no Event

of Default shall have occurred and be continuing under ‎Section 7.01(a), or ‎(b) or, solely with respect to any

Loan Party, ‎(h) or ‎(i).

“Permitted

Encumbrances” means, with respect to any Person:

(a)

Liens imposed by law for Taxes, assessments or governmental charges that (i) are not yet overdue for a period of more than 30 days or

not subject to penalties for nonpayment, (ii) are being contested in good faith by appropriate proceedings if adequate reserves with

respect thereto are maintained on the books of the applicable Person in accordance with GAAP or (iii) are for property taxes on property

such Person or one of its subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim

is to such property;

(b)

Liens with respect to outstanding motor vehicle fines and carriers’, warehousemen’s, mechanics’, materialmen’s,

repairmen’s, landlords’, construction contractors’ and other like Liens imposed by law or landlord liens specifically

created by contract, arising in the Ordinary Course of Business and securing obligations that are not overdue by more than 45 days or

are being contested in good faith by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of

the applicable Person in accordance with GAAP or other Liens arising out of or securing judgments or awards against such Person with

respect to which such Person shall be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto

are maintained on the books of the applicable Person in accordance with GAAP;

(c)

pledges and deposits made (i) in the Ordinary Course of Business in compliance with workers’ compensation, unemployment insurance,

health, disability or employee benefits and other social security laws or similar legislation or regulations and (ii) in respect of letters

of credit, bank guarantees or similar instruments issued for the account of Holdings or any subsidiary of Holdings in the Ordinary Course

of Business supporting obligations of the type set forth in clause (i) above;

(d)

pledges and deposits made (i)(x) to secure the performance of bids, tenders, trade contracts (other than for payment of Indebtedness),

governmental contracts, leases (other than Capital Lease Obligations), public or statutory obligations, surety, stay, customs and appeal

bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations),

in each case in the Ordinary Course of Business and (ii) in respect of letters of credit, bank guarantees or similar instruments issued

for the account of Holdings or any subsidiary of Holdings in the Ordinary Course of Business supporting obligations of the type set forth

in clause (i) above;

(e)

judgment and attachment liens in respect of judgments that do not constitute an Event of Default under clause (k) of ‎Section

7.01 and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings

and for which adequate reserves have been made;

(f)

easements, survey exceptions, charges, ground leases, protrusions, encroachments on use of real property or reservations of, or rights

of others for, licenses, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil

pipelines and other similar purposes, any zoning, building or similar law or right reserved to or vested in any governmental office or

agency to control or regulate the use of any real property, servicing agreements, site plan agreements, developments agreements, contract

zoning agreements, subdivision agreements, facilities sharing agreements, cost sharing agreements and other agreements pertaining to

the use or development of any of the real property of Holdings and the Restricted Subsidiaries, restrictions, rights-of-way and similar

encumbrances (including, without limitation, minor defects or irregularities in title and similar encumbrance) on real property imposed

by law or arising in the Ordinary Course of Business that do not secure any monetary obligations and do not individually or in the aggregate

materially interfere with the ordinary conduct of business of the Borrower or any Subsidiary, leases, subleases, licenses, sublicenses,

occupancy agreements or assignments of or in respect of real or personal property, or which are set forth in the title insurance policy

delivered with respect to the Mortgaged Property and are “insured over” in such insurance policy;

(g)

[reserved];

(h)

banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository

institutions and securities accounts and other financial assets maintained with a securities intermediary; provided that such

deposit accounts or funds and securities accounts or other financial assets are not established or deposited for the purpose of providing

collateral for any Indebtedness;

(i)

Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating

leases, accounts or consignments entered into by Holdings, the Borrower and the Restricted Subsidiaries or purported Liens evidenced

by filings of precautionary Uniform Commercial Code (or similar filings under applicable law) financing statements or similar public

filings;

(j)

Liens of a collecting bank arising in the Ordinary Course of Business under Section 4-208 (or the applicable corresponding section) of

the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon;

(k)

(i) Liens representing any interest or title of a licensor, lessor or sublicensor or sublessor, or a licensee, lessee or sublicensee

or sublessee, in the property or rights (other than Intellectual Property) subject to any lease, sublease, license or sublicense or concession

agreement held by Holdings, the Borrower or any Restricted Subsidiary in the Ordinary Course of Business and (ii) deposits of cash with

the owner or lessor of premises leased and operated by Holdings or any of its Subsidiaries in the Ordinary Course of Business of Holdings

and such Subsidiary to secure the performance of Holdings’ or such Subsidiary’s obligations under the terms of the lease

for such premises;

(l)

Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the

importation of goods;

(m)

Liens that are contractual rights of set-off;

(n)

Liens (i) of a collection bank arising under Section 4-208 of the New York Uniform Commercial Code or Section 4-210 of the Uniform Commercial

Code applicable in other States on items in the course of collection, (ii) attaching to pooling accounts, commodity trading accounts

or other commodity brokerage accounts incurred in the Ordinary Course of Business, or (iii) in favor of a banking or other financial

institutions or entities, or electronic payment service providers, arising as a matter of law or under general terms and conditions encumbering

deposits, deposit accounts, securities accounts, cash management arrangements (including the right of set-off and netting arrangements)

or other funds maintained with such institution or in connection with the issuance of letters of credit, bank guarantees or other similar

instruments and which are within the general parameters customary in the banking or finance industry;

(o)

Liens encumbering customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the Ordinary

Course of Business and not for speculative purposes;

(p)

[reserved];

(q)

Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s accounts payable or similar

obligations in respect of bankers’ acceptances or letters of credit entered into in the Ordinary Course of Business issued or created

for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(r) deposits made or other security provided in the Ordinary Course of Business to secure liability to insurance brokers, carriers, underwriters

or under self-insurance arrangements in respect of such obligations;

(s) Liens on the Equity Interests or other securities of Unrestricted Subsidiaries to the extent securing obligations of such Unrestricted

Subsidiaries, which obligations shall be non-recourse to the Restricted Group;

(t) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the

Ordinary Course of Business;

(u)

Liens on accounts receivable and related assets of the type specified in the definition of “Permitted Receivables Facility Assets”

incurred and transferred in connection with a Permitted Receivables Facility, including Liens on such receivables resulting from precautionary

Uniform Commercial Code (or equivalent statutes) filings or from recharacterization of any such sale as a financing or loan;

(v)

non-exclusive licenses or sublicenses of Intellectual Property granted in the Ordinary Course of Business or other licenses or sublicenses

of Intellectual Property granted in the Ordinary Course of Business that do not materially interfere with the business of Holdings, the

Borrower or any Restricted Subsidiary;

(w)

Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto or on funds received

from insurance companies on account of third party claims handlers and managers;

(x)

agreements to subordinate any interest of Holdings or any Restricted Subsidiary in any accounts receivable or other proceeds arising

from consignment of inventory by Holdings or any Restricted Subsidiary pursuant to an agreement entered into in the Ordinary Course of

Business;

(y)

with respect to any entities that are not Loan Parties, other Liens and privileges arising mandatorily by Law;

(z)

Liens arising pursuant to Section 107(l) of the Comprehensive Environmental Response, Compensation and Liability Act or similar lien

provision of any other environmental statute;

(aa)

Liens on cash or Permitted Investments securing Hedging Agreements in the Ordinary Course of Business submitted for clearing in accordance

with applicable Requirements of Law;

(bb)

rights of recapture of unused real property (other than any Material Real Property of Loan Parties) in favor of the seller of such property

set forth in customary purchase agreements and related arrangements with any Governmental Authority;

(cc) Liens on the property of (x) any Loan Party in favor of any other Loan Party and (y) any Restricted Subsidiary that is not a Loan Party

in favor of Holdings, the Borrower or any Restricted Subsidiary;

(dd)

Liens or security given to public utilities or to any municipality or Governmental Authority when required by the utility, municipality

or Governmental Authority in connection with the supply of services or utilities to the Borrower and any other Restricted Subsidiaries;

and

(ee)

receipt of progress payments and advances from customers in the Ordinary Course of Business to the extent the same creates a Lien on

the related inventory and proceeds thereof.

provided

that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness in respect of borrowed money,

other than Liens referred to in clauses (c), (d), (r), (s), (t), (u), (bb) and (cc) above.

“Permitted

Foreign Currency” means, (a)with respect to any Revolving Loan, (i) Euros, Sterling, Canadian Dollars, and (ii) any other foreign

currency reasonably requested by the applicable Borrower from time to time and in which each Revolving Lender has agreed, in accordance

with its policies and procedures in effect at such time, to lend Revolving Loans and (b) with respect to any Letter of Credit, any foreign

currency included in clause (a)(i) and any foreign currency included in clause (a)(ii) that is reasonably requested by the applicable

Borrower from time to time and that has been agreed to by the applicable Issuing Bank.

“Permitted

Investments” means:

(a)

direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, (i) the United States

of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America),

(ii) England and Wales, (iii) Canada or (iv) Switzerland, in each case maturing within one year from the date of acquisition thereof;

(b)

investments in commercial paper and variable and fixed rate notes maturing within 12 months from the date of acquisition thereof and

having, at such date of acquisition, a rating of at least A-2 by S&P or P-2 by Moody’s;

(c)

investments in certificates of deposit, banker’s acceptances and demand or time deposits, in each case maturing within 12 months

from the date of acquisition thereof, issued or guaranteed by or placed with, and money market deposit accounts issued or offered by,

any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined

capital and surplus and undivided profits of not less than $500,000,000;

(d)

fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered

into with a financial institution satisfying the criteria described in clause (c) above;

(e)

“money market funds” that (i) comply with the criteria set forth in Rule 2a 7 of the Investment Company Act, (ii)

are rated AAA- by S&P and Aaa3 by Moody’s and (iii) have portfolio assets of at least $5,000,000,000;

(f)

asset-backed securities rated AAA by Moody’s or S&P, with weighted average lives of 12 months or less (measured to the next

maturity date);

(g)

readily marketable direct obligations issued by any state, commonwealth or territory of the United States, England and Wales, Canada

or Switzerland or any political subdivision or taxing authority thereof having a rating equal to or higher than Baa3 (or the equivalent)

by Moody’s or BBB- (or the equivalent) by S&P, and in each such case with a “stable” or better outlook,

with maturities of 24 months or less from the date of acquisition;

(h)

Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated “AAA”

(or the equivalent thereof) or better by S&P or “Aaa3” (or the equivalent thereof) or better by Moody’s

(or reasonably equivalent ratings of another internationally recognized rating agency);

(i)

investment funds investing at least 95% of their assets in securities of the types described in clauses (a) through (h) above;

(j)

in the case of any non-U.S. Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable credit quality

and are customarily used by companies in the jurisdiction of such non-U.S. Subsidiary for cash management purposes; and

(k)

dollars, Euros, Canadian Dollars, Sterling, Swiss francs, any other Permitted Foreign Currency or any other readily tradable currency

held by it from time to time in the Ordinary Course of Business of Holdings or any of its Restricted Subsidiaries.

“Permitted

Receivables Facility” means one or more receivables facilities created under the Permitted Receivables Facility Documents providing

for (a) the factoring, sale or pledge by one or more of Holdings, the Borrower or a Restricted Subsidiary (each a “Receivables

Seller”) of Permitted Receivables Facility Assets (thereby providing financing to the Receivables Sellers) to the Receivables

Entity (either directly or through another Receivables Seller), which in turn shall sell or pledge interests in the respective Permitted

Receivables Facility Assets to third-party lenders or investors pursuant to the Permitted Receivables Facility Documents (with the Receivables

Entity permitted to issue investor certificates, purchased interest certificates or other similar documentation evidencing interests

in the Permitted Receivables Facility Assets) in return for the cash used by the Receivables Entity to purchase the Permitted Receivables

Facility Assets from the respective Receivables Sellers or (b) the factoring, sale or pledge by one or more Receivables Sellers of Permitted

Receivables Facility Assets to third-party lenders or investors pursuant to the Permitted Receivables Facility Documents in connection

with receivables-backed financing programs, in each case as more fully set forth in the Permitted Receivables Facility Documents; provided

that in each case of clause (a) and clause (b), such facilities are not recourse to or obligates Holdings, the Borrower or any Restricted

Subsidiary in any way other than pursuant to Standard Securitization Undertakings.

“Permitted

Receivables Facility Assets” means (i) accounts receivables (whether now existing or arising in the future) of Subsidiaries

which are transferred or pledged to the Receivables Entity pursuant to the Permitted Receivables Facility and any related assets which

are also so transferred or pledged to the Receivables Entity and all proceeds thereof and (ii) loans to Subsidiaries secured by accounts

receivables (whether now existing or arising in the future) of Holdings, the Borrower and the Restricted Subsidiaries which are made

pursuant to the Permitted Receivables Facility.

“Permitted

Receivables Facility Documents” means each of the documents and agreements entered into in connection with the Permitted Receivables

Facility, including all documents and agreements relating to the issuance, funding and/or purchase of certificates and purchased interests,

all of which documents and agreements shall be in form and substance reasonably customary for transactions of this type.

“Permitted

Second Priority Refinancing Debt” shall mean any secured Indebtedness incurred by the Borrower in the form of one or more series

of senior secured notes or loans; provided that (i) such Indebtedness is secured by the Collateral on a second lien, subordinated

basis to the Obligations and is not secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other than

the Collateral, (ii) such Indebtedness constitutes Refinancing Term Loan Indebtedness in respect of Term Loans (including portions of

Classes of Term Loans), (iii) the security agreements relating to such Indebtedness are not materially more favorable (when taken as

a whole) to the lenders or holders providing such Indebtedness than the existing Security Documents are to the Lenders, (iv) such Indebtedness

is not guaranteed by any Restricted Subsidiaries other than the Loan Parties and (v) the holders of, or an agent, trustee or note agent

acting on behalf of the holders of, such Indebtedness shall have become party to an Acceptable Intercreditor Agreement.

“Permitted

Unsecured Refinancing Debt” shall mean unsecured Indebtedness incurred by the Borrower in the form of one or more series of

senior or subordinated unsecured notes or loans; provided that (i) such Indebtedness constitutes Refinancing Term Loan Indebtedness

in respect of Term Loans (including portions of Classes of Term Loans), (ii) such Indebtedness is not guaranteed by any Subsidiaries

other than the Loan Parties and (iii) such Indebtedness is not secured by any Lien or any property or assets of Holdings, the Borrower

or any Restricted Subsidiary.

“Person”

means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental

Authority or other entity.

“Plan”

means any “employee pension benefit plan”, as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), that is

subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower

or any of its ERISA Affiliates is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer”

as defined in Section 3(5) of ERISA.

“Plan

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

“Platform”

has the meaning assigned to such term in ‎Section 9.01(d).

“Prepayment

Event” means:

(a)

any non-ordinary course sale, transfer, lease or other disposition (including pursuant to a sale and leaseback transaction and by way

of merger or consolidation) (for purposes of this defined term, collectively, “dispositions”) of any asset of any

member of the Restricted Group, other than (i) dispositions described in clauses (a) through (i) and (l) through (n) of ‎Section

6.05 and (ii) other dispositions resulting in aggregate Net Proceeds not exceeding (A) the greater of (x) $25,000,000 and (y) 10%

of LTM Consolidated EBITDA, in the case of any single disposition or series of related dispositions and (B) the greater of (x) $50,000,000

and (y) 20% of LTM Consolidated EBITDA for all such dispositions during any fiscal year of Holdings;

(b)

any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any

asset of any member of the Restricted Group with a fair market value immediately prior to such event equal to or greater than the greater

of $20,000,000; or

(c)

the incurrence by any member of the Restricted Group of any Indebtedness, other than Indebtedness permitted to be incurred under ‎Section

6.01.

“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 of Governors in Federal

Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer

quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Board of Governors

(as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change

is publicly announced or quoted as being effective.

“Private-Siders”

has the meaning assigned to such term in ‎Section 9.17(b).

“Pro

Forma Basis” means, with respect to the calculation of the financial covenants contained in Sections ‎6.12 and ‎6.13

or any other calculations hereunder or otherwise for purposes of determining the Consolidated Total Leverage Ratio, Consolidated Interest

Expense, the Consolidated Secured Leverage Ratio, the Consolidated First Lien Leverage Ratio or Consolidated EBITDA as of any date, that

such calculation shall give pro forma effect to all acquisitions, designations of Restricted Subsidiaries as Unrestricted Subsidiaries,

all designations of Unrestricted Subsidiaries as Restricted Subsidiaries, all issuances, incurrences or assumptions or repayments and

prepayments of Indebtedness in connection therewith (with any such Indebtedness being deemed to be amortized over the applicable testing

period in accordance with its terms), all sales, transfers or other dispositions of any Equity Interests in a Restricted Subsidiary or

all or substantially all assets of a Restricted Subsidiary or division or line of business of a Restricted Subsidiary outside the Ordinary

Course of Business (and any related prepayments or repayments of Indebtedness), and the IRA Termination, in each case that have occurred

during (or, if such calculation is being made for the purpose of determining whether any Incremental Extension of Credit may be made,

any designation under ‎Section 5.16 is permitted or any event subject to ‎Article VI is permitted, since the beginning

of) the four consecutive fiscal quarter period of Holdings most recently ended on or prior to such date as if they occurred on the first

day of such four consecutive fiscal quarter period, including expected cost savings, operating expense reductions, and other synergies

(excluding any revenue synergies) (in each case without duplication of amounts actually realized) to the extent (a) such cost savings,

operating expense reductions, and other synergies (excluding any revenue synergies) would be permitted to be reflected in pro forma financial

information complying with the requirements of Article 11 of Regulation S X under the Securities Act as interpreted by the Staff of the

SEC, and as certified by a Financial Officer of Holdings or (b) in the case of an acquisition, restructuring, repositioning or other

similar transaction, or the IRA Termination, such cost savings, operating expense reductions, and other synergies (excluding any revenue

synergies) are factually supportable and have been realized or are reasonably expected to be realized within 24 months following such

acquisition, restructuring, repositioning or other similar transaction, or, to the extent allocated to a member of the Restricted Group,

the IRA Termination; provided that (i) Holdings shall have delivered to the Administrative Agent a certificate of the chief financial

officer of Holdings certifying that such cost savings, operating expense reductions, and other synergies meet the requirements set forth

in this clause (b), together with reasonably detailed evidence in support thereof and (ii) if any cost savings, operating expense reductions,

and other synergies included in any pro forma calculations based on the expectation that such cost savings, operating expense reductions,

and other synergies are reasonably expected to be realized within 24 months following such acquisition, restructuring, repositioning

or other similar transaction, or, to the extent allocated to a member of the Restricted Group, the IRA Termination, shall at any time

cease to be reasonably expected to be so realized within such period, then on and after such time pro forma calculations required to

be made hereunder shall not reflect such cost savings, operating expense reductions, and other synergies; provided further that

(i) Holdings shall have delivered to the Administrative Agent a certificate of the chief financial officer of Holdings certifying that

such cost savings meet the requirements set forth in clause (b)together with reasonably detailed evidence in support thereof and (ii)

the aggregate amount of cost savings, operating expense reductions and other synergies to be included in any calculation based upon clause

(b) for any period of four fiscal quarters of Holdings shall not exceed, together with any amounts added back pursuant to clauses (a)(xii)

and (a)(xiii) of the definition of “Consolidated EBITDA” for such period (excluding any addbacks and adjustments pursuant

to clause (a)(xiii) of the definition of Consolidated EBITDA with respect to the IRA Termination, which shall be uncapped), 20% of Consolidated

EBITDA for such four fiscal quarter period (in each case, determined after giving effect to the adjustments contemplated by the Applicable

Adjustments). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness

shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking

into account any Hedging Agreement applicable to such Indebtedness).

“Pro

Rata Share” means, with respect to a Revolving Lender or Issuing Bank, a fraction (expressed as a percentage, carried out to

the ninth decimal place), the numerator of which is the Revolving Commitments of such Revolving Lender or Issuing Bank in its capacity

as Revolving Lender and the denominator of which is the aggregate Revolving Commitments of all Revolving Lenders.

“Proposed

Change” means a proposed amendment, modification, waiver or termination of any provision of this Agreement or any other Loan

Document.

“PTE”

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

to time.

“Purchasing

Borrower Party” means any of Holdings, the Borrower or any Restricted Subsidiary.

“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 such term in ‎Section 9.21.

“Qualified

Equity Interests” means Equity Interests of Holdings, other than Disqualified Equity Interests.

“Receivables

Entity” means a wholly owned Subsidiary of Holdings which engages in no activities other than in connection with the financing

of accounts receivable of the Receivables Sellers and which is designated (as provided below) as the “Receivables Entity”

(a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by Holdings, the Borrower

or any Restricted Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness)) pursuant

to Standard Securitization Undertakings, (ii) is recourse to or obligates Holdings, the Borrower or any Restricted Subsidiary in any

way (other than pursuant to Standard Securitization Undertakings) or (iii) subjects any property or asset of Holdings, the Borrower or

any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard

Securitization Undertakings, (b) with which neither Holdings, the Borrower nor any Restricted Subsidiary has any contract, agreement,

arrangement or understanding (other than pursuant to the Permitted Receivables Facility Documents (including with respect to fees payable

in the Ordinary Course of Business in connection with the servicing of accounts receivable and related assets)) on terms less favorable

to Holdings, the Borrower or such Restricted Subsidiary than those that might be obtained at the time from persons that are not Affiliates

of Holdings, and (c) to which neither Holdings, the Borrower, nor any Restricted Subsidiary has any obligation to maintain or preserve

such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation shall

be evidenced to the Administrative Agent by a certificate of a Financial Officer of the Borrower certifying that, to the best of such

officer’s knowledge and belief after consultation with counsel, such designation complied with the foregoing conditions.

“Receivables

Seller” has the meaning assigned to such term in the definition of “Permitted Receivables Facility”.

“Recipient”

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

“Reference

Rate” means, for any day, the Term SOFR Rate as of such day for a Term Benchmark Borrowing with an Interest Period of three

months’ duration.

“Refinanced

Debt” has the meaning set forth in the definition of “Refinancing Term Loan Indebtedness”.

“Refinancing

Effective Date” has the meaning assigned to such term in ‎Section 2.23.

“Refinancing

Facility Agreement” means a Refinancing Facility Agreement, in form and substance reasonably satisfactory to the Administrative

Agent, among Holdings, the Borrower, the Administrative Agent and one or more Refinancing Term Lenders and/or Lenders providing any Refinancing

Revolving Commitments (as applicable), establishing commitments in respect of Refinancing Term Loans and/or Refinancing Revolving Commitments

and effecting such other amendments hereto and to the other Loan Documents as are contemplated by ‎Section 2.23.

“Refinancing

Indebtedness” means, in respect of any Indebtedness (the “Original Indebtedness”), any Indebtedness that

extends, renews, replaces or refinances such Original Indebtedness (or any Refinancing Indebtedness in respect thereof); provided

that (a) the principal amount (or accreted value, if applicable) of such Refinancing Indebtedness shall not exceed the principal amount

(or accreted value, if applicable) of such Original Indebtedness except by an amount no greater than accrued and unpaid interest with

respect to such Original Indebtedness and any fees, premium and expenses relating to such extension, renewal, replacement or refinancing;

(b) either (i) the stated final maturity of such Refinancing Indebtedness shall not be earlier than that of such Original Indebtedness

or (ii) such Refinancing Indebtedness shall not be required to mature or to be repaid, prepaid, redeemed, repurchased or defeased, whether

on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon

the occurrence of an event of default, asset sale or a change in control or as and to the extent such repayment, prepayment, redemption,

repurchase or defeasance would have been required pursuant to the terms of such Original Indebtedness) prior to the date 91 days after

the Latest Maturity Date in effect on the date of such extension, renewal, replacement or refinancing; provided that, notwithstanding

the foregoing, scheduled amortization payments (however denominated) of such Refinancing Indebtedness shall be permitted so long as the

weighted average life to maturity of such Refinancing Indebtedness shall be no shorter than the weighted average life to maturity of

such Original Indebtedness remaining as of the date of such extension, renewal or refinancing (or, if shorter, 91 days after the Latest

Maturity Date in effect on the date of such extension, renewal or refinancing); (c) such Refinancing Indebtedness shall not constitute

an obligation (including pursuant to a Guarantee) of the Borrower or any Subsidiary, in each case that shall not have been (or, in the

case of after-acquired Subsidiaries, shall not have been required to become pursuant to the terms of the Original Indebtedness) an obligor

in respect of such Original Indebtedness, and shall not constitute an obligation of Holdings if Holdings shall not have been an obligor

in respect of such Original Indebtedness; (d) if such Original Indebtedness shall have been subordinated to the Loan Document Obligations,

such Refinancing Indebtedness shall also be subordinated to the Loan Document Obligations on terms not less favorable in any material

respect to the Lenders; (e) such Refinancing Indebtedness shall not be secured by any Lien on any asset other than the assets that secured

such Original Indebtedness (or would have been required to secure such Original Indebtedness pursuant to the terms thereof) or, in the

event Liens securing such Original Indebtedness shall have been contractually subordinated to any Lien securing the Loan Document Obligations,

by any Lien that shall not have been contractually subordinated to at least the same extent; and (f) if the proceeds of any Refinancing

Indebtedness in respect of any Original Indebtedness are not applied to refinance, repurchase or redeem such Original Indebtedness immediately

upon the incurrence thereof, to the extent that (x) the incurrence of such Refinancing Indebtedness is otherwise permitted under this

Agreement, (y) the proceeds of such Refinancing Indebtedness are applied to so refinance, repurchase or redeem such Original Indebtedness

on or prior to the ninetieth day following the date of the incurrence of such Refinancing Indebtedness and (z) the proceeds are segregated

and held in escrow prior to their application to refinance, repurchase or redeem such Original Indebtedness, from and after the date

of the incurrence of such Refinancing Indebtedness, such Original Indebtedness shall be deemed not to be outstanding for the purposes

of computation of any ratios hereunder (such Indebtedness described in this clause (f), “Excluded Refinanced Debt”).

“Refinancing

Revolving Commitments” has the meaning assigned to such term in ‎Section 2.23(b).

“Refinancing

Revolving Commitments Effective Date” has the meaning assigned to such term in ‎Section 2.23(b).

“Refinancing

Term Lender” means any Person that provides a Refinancing Term Loan.

“Refinancing

Term Loan Indebtedness” means (a) Permitted Second Priority Refinancing Debt, (b) Permitted Unsecured Refinancing Debt or (c)

Refinancing Term Loans obtained pursuant to a Refinancing Facility Agreement, in each case, issued, incurred or otherwise obtained (including

by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, refinance or replace, in whole or

part, existing Term Loans hereunder (including any successive Refinancing Term Loan Indebtedness) (such existing Term Loans and successive

Refinancing Term Loan Indebtedness, the “Refinanced Debt”); provided that (i) the principal amount (or accreted

value, if applicable) of such Refinancing Term Loan Indebtedness shall not exceed the principal amount (or accreted value, if applicable)

of such Refinanced Debt except by an amount equal to the sum of accrued and unpaid interest, accrued fees and premiums (if any) with

respect to such Refinanced Debt and fees and expenses associated with the refinancing of such Refinanced Debt with such Refinancing Term

Loan Indebtedness; provided, however, that, as part of the same incurrence or issuance of Indebtedness as such Refinancing

Term Loan Indebtedness, the Borrower may incur or issue an additional amount of Indebtedness under ‎Section 6.01 without violating

this clause (i) (and, for purposes of clarity, (x) such additional amount of Indebtedness shall not constitute Refinancing Term Loan

Indebtedness and (y) such additional amount of Indebtedness shall reduce the applicable basket under ‎Section 6.01, if any,

on a dollar-for-dollar basis); (ii) the stated final maturity of such Refinancing Term Loan Indebtedness shall not be earlier than 91

days after the Latest Maturity Date of such Refinanced Debt, and such stated final maturity of such Refinancing Term Loan Indebtedness

shall not be subject to any conditions that could result in such stated final maturity occurring on a date that precedes the Latest Maturity

Date of such Refinanced Debt; (iii) such Refinancing Term Loan Indebtedness shall not be required to be repaid, prepaid, redeemed, repurchased

or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except,

in each case, on the stated final maturity date as permitted pursuant to the preceding clause (ii) or upon the occurrence of an event

of default, asset sale or a change in control or as and to the extent such repayment, prepayment, redemption, repurchase or defeasance

would have been required pursuant to the terms of such Refinanced Debt) prior to the earlier of (A) the latest stated final maturity

of such Refinanced Debt and (B) 91 days after the Latest Maturity Date in effect on the date of such extension, renewal or refinancing;

provided that, notwithstanding the foregoing, scheduled amortization payments (however denominated) of such Refinancing Term Loan

Indebtedness in the form of Refinancing Term Loans shall be permitted so long as the weighted average life to maturity of such Refinancing

Term Loan Indebtedness in the form of Refinancing Term Loans shall be no shorter than the weighted average life to maturity of such Refinanced

Debt remaining as of the date of such extension, replacement or refinancing; (iv) such Refinancing Term Loan Indebtedness shall not constitute

an obligation (including pursuant to a Guarantee) of the Borrower or any Subsidiary, in each case that shall not have been (or, in the

case of after-acquired Subsidiaries, shall not have been required to become pursuant to the terms of the Refinanced Debt) an obligor

in respect of such Refinanced Debt, and, in each case, shall constitute an obligation of the Borrower or such Subsidiary to the extent

of its obligations in respect of such Refinanced Debt and (v) in the case of Refinancing Term Loans, such Refinancing Term Loan Indebtedness

shall contain terms and conditions that are not materially more favorable (when taken as a whole) to the investors providing such Refinancing

Term Loan Indebtedness than those applicable to the existing Term Loans of the applicable Class being refinanced (other than (A) with

respect to pricing, maturity, amortization, optional prepayments and redemption and (B) covenants or other provisions applicable only

to periods after the Latest Maturity Date) on the date such Refinancing Term Loan is incurred.

“Refinancing

Term Loans” shall mean one or more Classes of term loans incurred by the Borrower under this Agreement pursuant to a Refinancing

Facility Agreement; provided that such Indebtedness constitutes Refinancing Term Loan Indebtedness in respect of Term Loans (including

portions of Classes of Term Loans).

“Register”

has the meaning assigned to such term in ‎Section 9.04(b).

“Related

Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers,

employees, agents, trustees, managers, advisors, representatives and controlling persons of such Person or Affiliates.

“Release”

means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration

into or through the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within or upon

any building, structure, facility or fixture.

“Relevant

Governmental Body” means (a) with respect to a Benchmark Replacement in respect of Loans denominated in dollars, the Federal

Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each

case, any successor thereto, (b) with respect to a Benchmark Replacement in respect of Loans denominated in Sterling, the Bank of England,

or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto, (c) with respect to a

Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee officially endorsed or convened

by the European Central Bank or, in each case, any successor thereto, (d) with respect to a Benchmark Replacement in respect of Loans

denominated in Canadian Dollars, the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada or, in each

case, any successor thereto and (e) with respect to a Benchmark Replacement in respect of Loans denominated in any other currency, (i)

the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is

responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (ii) any

working group or committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement

is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or

(B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability

Board or any part thereof.

“Relevant

Rate” means (a) with respect to any Term Benchmark Borrowing denominated in dollars, the Term SOFR Rate, (b) with respect to

any Term Benchmark Borrowing denominated in Euros, the EURIBOR Rate, (c) with respect to any Term Benchmark Borrowing denominated in

Canadian Dollars, the Adjusted Term CORRA Rate or (e) with respect to any RFR Borrowing denominated in Sterling, the Daily Simple RFR.

“Relevant

Screen Rate” means (a) with respect to any Term Benchmark Borrowing denominated in dollars, the Term SOFR Reference Rate, (b)

with respect to any Term Benchmark Borrowing denominated in Euros, the EURIBOR Screen Rate or (c) with respect to any Term Benchmark

Borrowing denominated in Canadian Dollars, Term CORRA, as applicable.

“Repricing

Transaction” means (i) the prepayment or refinancing of all or a portion of the Initial Term Loans, directly or indirectly,

from the net proceeds of any broadly syndicated Indebtedness of Holdings, the Borrower or any of their Subsidiaries, in each case having

a lower Weighted Average Yield than such Initial Term Loans or (ii) any amendment to the terms of such Initial Term Loans that is effected

for the primary purpose of reducing the Weighted Average Yield applicable to such Initial Term Loans, excluding, in each case of clauses

(i) and (ii), any such prepayment, refinancing or amendment made or effected in connection with a Change in Control or Transformative

Transactions.

“Required

Lenders” means, at any time, Lenders having Revolving Exposures, Term Loans and unused Commitments representing more than 50%

of the sum of the Aggregate Revolving Exposure (with the aggregate of each Lender’s risk participation and funded participation

in Letters of Credit being deemed “held” by such Lender for purposes of this definition), outstanding Term Loans and

unused Commitments at such time; provided that whenever there is one or more Defaulting Lenders, the total outstanding Term Loans

and Revolving Exposures of, and the unused Commitments of, each Defaulting Lender shall be excluded for purposes of making a determination

of Required Lenders.

“Required

Revolving Lenders” means, at any time, Lenders having Revolving Exposures and unused Revolving Commitments representing more

than 50% of the sum of the Aggregate Revolving Exposure and unused Revolving Commitments at such time; provided that whenever

there are one or more Defaulting Lenders, the total outstanding Revolving Exposures of, and the unused Revolving Commitments of, each

Defaulting Lender, shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Requirement

of Law” means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation and bylaws

or other organizational or governing documents of such Person and (b) any law (including common law), statute, ordinance, treaty, rule,

regulation, order, decree, writ, injunction, settlement agreement or determination of any arbitrator or court or other Governmental Authority,

in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Resideo”

means Resideo Technologies, Inc., a Delaware corporation.

“Resolution

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

“Restricted

Debt Payments” has the meaning assigned to such term in ‎Section 6.08(b).

“Restricted

Group” means Holdings, the Borrower and the Restricted Subsidiaries.

“Restricted

Payment” means any dividend or other distribution (whether in cash, securities or other property) by Holdings, the Borrower

or any Restricted Subsidiary with respect to its Equity Interests, or any payment or distribution (whether in cash, securities or other

property) by Holdings, the Borrower or any Restricted Subsidiary, including any sinking fund or similar deposit, on account of the purchase,

redemption, retirement, acquisition, cancelation or termination of its Equity Interests.

“Restricted

Subsidiary” means each Subsidiary of Holdings other than an Unrestricted Subsidiary.

“Resulting

Revolving Borrowings” has the meaning assigned to such term in ‎Section 2.21(d).

“Revaluation

Date” shall mean (a) with respect to any Loan denominated in any Permitted Foreign Currency, each of the following: (i) the

date of the Borrowing of such Loan and (ii) (A) with respect to any Term Benchmark Loan, each date of a conversion into or continuation

of such Loan pursuant to the terms of this Agreement and (B) with respect to any RFR Loan, each date that is on the numerically corresponding

day in each calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day

in such month, then the last day of such month); (b) with respect to any Letter of Credit denominated in Permitted Foreign Currency,

each of the following: (i) the date on which such Letter of Credit is issued, (ii) the first Business Day of each calendar month and

(iii) the date of any amendment of such Letter of Credit that has the effect of increasing the face amount thereof; and (c) any additional

date as the Administrative Agent may determine at any time when an Event of Default exists.

“Revolving

Availability Period” means the period from and including the Closing Date to but excluding the earlier of the Revolving Maturity

Date and the date of termination of all the Revolving Commitments.

“Revolving

Borrowing” means Revolving Loans of the same Class, Type and currency, made, converted or continued on the same date and, in

the case of Term Benchmark Revolving Loans, as to which a single Interest Period is in effect.

“Revolving

Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire

participations in Letters of Credit hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s

Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to ‎Section 2.08, (b) increased

from time to time pursuant to ‎Section 2.21 and (c) reduced or increased from time to time pursuant to assignments by or to

such Lender pursuant to ‎Section 2.23 and ‎Section 9.04. The initial amount of each Lender’s Revolving Commitment

is set forth on Schedule 2.01 or in the Assignment and Assumption, Refinancing Facility Agreement or Incremental Facility Amendment pursuant

to which such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders’ Revolving

Commitments is $500,000,000 as of the Effective Date.

“Revolving

Commitment Increase” has the meaning assigned to such term in ‎Section 2.21(a).

“Revolving

Commitment Increase Lender” means, with respect to any Revolving Commitment Increase, each Additional Lender providing a portion

of such Revolving Commitment Increase.

“Revolving

Exposure” means, with respect to any Revolving Lender at any time, the sum of (a) the outstanding principal amount of such

Revolving Lender’s Revolving Loans and (b) such Revolving Lender’s LC Exposure, in each case, at such time.

“Revolving

Lender” means a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with

Revolving Exposure.

“Revolving

Lender Parent” means, with respect to any Revolving Lender, any Person as to which such Revolving Lender is, directly or indirectly,

a subsidiary.

“Revolving

Loan” means a Loan made pursuant to clause (c) of ‎Section 2.01.

“Revolving

Maturity Date” means the date that is five years after the Closing Date, as the same may be extended pursuant to ‎Section

2.22.

“RFR

Business Day” means, for any Loan denominated in Sterling, any day except for (a) a Saturday, (b) a Sunday or (c) a day on

which banks are closed for general business in London.

“RFR

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

“RFR

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

“S&P”

means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency

business.

“Sanctioned

Country” means, at any time, a country, region, territory or government which is itself the subject or target of any Sanctions

(at the time of this Agreement, Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, Luhansk, Zaporizhzhia and Kherson regions of Ukraine,

and the government of Venezuela).

“Sanctioned

Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office

of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council,

the European Union or any European Union member state, Canada, His Majesty’s Treasury of the United Kingdom or Hong Kong Monetary

Authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such

Person or Persons described in the foregoing clauses (a) or (b).

“Sanctions”

means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,

including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of

State or (b) the United Nations Security Council, the European Union, any European Union member state, Canada, His Majesty’s Treasury

of the United Kingdom or Hong Kong Monetary Authority.

“SEC”

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

“Secured

Additional Letter of Credit Facility Obligations” means the due and punctual payment of any and all obligations of (x) Holdings

and each Loan Party and (y) each Restricted Subsidiary that is not a Loan Party, in each case whether absolute or contingent and however

and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions

therefor) arising in respect of any Additional Letter of Credit Facility established by Holdings, the Borrower and/or any Restricted

Subsidiary to obtain letters of credit, bank guarantees, bankers’ acceptances or other instruments required by customers, suppliers

or landlords or otherwise required in the Ordinary Course of Business that (a)(i) are owed to the Administrative Agent or an Arranger

or an Affiliate thereof, or any Person that was the Administrative Agent or an Arranger or an Affiliate thereof at the time the agreements

in respect of such obligations were entered, incurred or that becomes the Administrative Agent or an Affiliate thereof thereafter, (ii)

are owed on the Closing Date with a counterparty that is a Lender or an Affiliate of a Lender as of the Closing Date, as applicable,

(iii) are owed to a Person that is a Lender or an Affiliate of a Lender at the time such obligations are incurred or becomes a Lender

or an Affiliate of a Lender thereafter or (iv) are owed to any other Person and (b) are secured by the Collateral.

“Secured

Cash Management Obligations” means the due and punctual payment of any and all obligations of (x) Holdings and each Loan Party

and (y) each Restricted Subsidiary that is not a Loan Party, in each case whether absolute or contingent and however and whenever created,

arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) arising in respect

of Cash Management Services or in the case of clause (y) above only, local working capital and/or bilateral credit facilities that are

secured by the Collateral (such local working capital and/or bilateral credit facilities, the “Cash Management Financing Facilities”);

provided that at the time of incurrence of obligations incurred pursuant to clause (y) of this definition and after giving effect

thereto, the Non-Guarantor Debt Basket shall not have been exceeded, in each case that (a) (i) are owed to the Administrative Agent or

an Affiliate thereof, or to any Person that was the Administrative Agent or an Affiliate thereof at the time the agreements in respect

of such obligations were entered, incurred or that becomes the Administrative Agent or an Affiliate thereof thereafter, (ii) are owed

on the Closing Date to a Person that is a Lender or an Affiliate of a Lender as of the Closing Date, or (iii) are owed to a Person that

is a Lender or an Affiliate of a Lender at the time such obligations are incurred or becomes a Lender or an Affiliate of a Lender thereafter

and (b) are secured by the Collateral.

“Secured

Hedging Obligations” means the due and punctual payment of any and all obligations of Holdings, the Borrower and each Restricted

Subsidiary arising under each Hedging Agreement that (a)(i) is with a counterparty that is the Administrative Agent or an Arranger or

an Affiliate thereof, or any Person that was the Administrative Agent or an Arranger or an Affiliate thereof at the time such Hedging

Agreement was entered into or that becomes the Administrative Agent or an Arranger or an Affiliate thereof thereafter, (ii) is in effect

on the Closing Date with a counterparty that is a Lender or an Affiliate of a Lender as of the Closing Date or (iii) is entered into

after the Effective Date with a counterparty that is a Lender or an Affiliate of a Lender at the time such Hedging Agreement is entered

into or that becomes a Lender or an Affiliate of a Lender thereafter and (b) are secured by the Collateral. Notwithstanding the foregoing,

in the case of any Excluded Swap Guarantor, “Secured Hedging Obligations” shall not include Excluded Swap Obligations

of such Excluded Swap Guarantor.

“Secured

Parties” means, collectively, (a) the Lenders, (b) the Administrative Agent, (c) each Issuing Bank, (d) each provider of Cash

Management Services the obligations under which constitute Secured Cash Management Obligations, (e) each counterparty to any Hedging

Agreement the obligations under which constitute Secured Hedging Obligations, (f) each Supply Chain Bank in a Secured Supply Chain Financing,

(g) each provider of an Additional Letter of Credit Facility which constitutes a Secured Additional Letter of Credit Facility Obligation

and (g) the successors and assigns of each of the foregoing.

“Secured

Supply Chain Financing” means any Supply Chain Financing that is entered into by and between the Borrower or any Restricted

Subsidiary and any Supply Chain Bank, including any such Supply Chain Financing that is in effect on the Effective Date; provided

that (a) the Borrower and the applicable Supply Chain Bank shall have designated such Supply Chain Financing as a Secured Supply Chain

Financing in writing delivered to the Administrative Agent in substantially the form of Exhibit K (other than with respect to any Supply

Chain Financings where the Administrative Agent or an Affiliate thereof is the Supply Chain Bank), (b) Secured Supply Chain Financing

Obligations in respect of Secured Supply Chain Financings shall not exceed the greater of (x) $45,000,000 and (y) 16% of LTM Consolidated

EBITDA and (c) any trade payables under any Secured Supply Chain Financing shall become payable within 120 days from issuance thereof.

“Secured

Supply Chain Financing Obligations” means all obligations of the Borrower and the Restricted Subsidiaries in respect of any

Secured Supply Chain Financing.

“Securities

Act” means the United States Securities Act of 1933.

“Security

Documents” means the Guarantee Agreement, the Collateral Agreement, any Acceptable Intercreditor Agreement, each Mortgage,

each intellectual property security agreement and each other security agreement or other instrument or document executed and delivered

by any Loan Party pursuant to any of the foregoing or pursuant to ‎Section 5.12 or ‎Section 5.13.

“Senior

Notes” means the $400,000,000 aggregate principal amount of senior unsecured notes due 2034 to be issued initially by the Senior

Notes Escrow Issuer prior to the Closing Date and assumed by the Borrower on the Closing Date (following the merger by the Senior Notes

Escrow Issuer with and into the Borrower on the Closing Date).

“Senior

Notes Documents” means the Senior Notes Indenture, all instruments, agreements and other documents evidencing or governing

the Senior Notes, providing for any Guarantee or other right in respect thereof, and all schedules, exhibits and annexes to each of the

foregoing, in each case as may be amended or supplemented pursuant to the terms hereof.

“Senior

Notes Escrow Agreement” means that certain Escrow Agreement, dated as of June 30, 2026, by and among the Senior Notes Escrow

Issuer, U.S. Bank Trust Company, National Association, as trustee, and U.S. Bank National Association, as escrow agent, as the same may

be amended or supplemented from time to time.

“Senior

Notes Escrow Issuer” means ADI Escrow Issuer LLC, a Delaware limited liability company.

“Senior

Notes Indenture” means the Indenture, dated as of June 30, 2026, among, inter alia, the Senior Notes Escrow Issuer,

as issuer, U.S. Bank Trust Company, National Association, as trustee, and, from and after the Closing Date (following the merger of the

Senior Notes Escrow Issuer with and into the Borrower and the assumption of the Borrower of the Senior Notes Escrow Issuer’s obligations

in respect of the Senior Notes), the Borrower and the guarantors from time to time party thereto, as may be amended or supplemented from

time to time.

“SOFR”

means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published

by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on the immediately

succeeding Business Day.

“SOFR

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

“SOFR

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

for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SONIA”

means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published

by the SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day.

“SONIA

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

“SONIA

Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any

successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.

“Specified

ECF Percentage” means, with respect to any fiscal year of Holdings, (a) if the Consolidated Total Leverage Ratio as of the

last day of such fiscal year is greater than 2.75 to 1.00, 50%, (b) if the Consolidated Total Leverage Ratio as of the last day of such

fiscal year is less than or equal to 2.75 to 1.00 but greater than 2.25 to 1.00, 25%, and (c) if the Consolidated Total Leverage Ratio

as of the last day of such fiscal year is less than or equal to 2.25 to 1.00, 0%.

“Specified

Net Proceeds Percentage” means,

(a) 100%,

if the Consolidated Total Leverage Ratio as of the end of the fiscal quarter of Holdings for which consolidated financial statements

have most recently been delivered to the Administrative Agent pursuant to ‎Section 5.01(a) or ‎Section 5.01(b)

exceeds 2.75 to 1.00;

(b) 50%,

if such Consolidated Total Leverage Ratio is less than or equal to 2.75 to 1.00, but exceeds 2.25 to 1.00; and

if such Consolidated Total Leverage Ratio is less than or equal to 2.25 to 1.00.

“Spin-Off

Documents” means the Distribution Agreement, the Transition Services Agreement, each Tax Matters Agreement, the Employee Matters

Agreement and the Intellectual Property Matters Agreement, each on substantially the terms described in the Form 10, together with any

other agreements, instruments or other documents entered into in connection with any of the foregoing.

“Spin-Off

Reorganization Actions” means, collectively, any reorganization transactions in connection with the Spin-Off Transactions occurring

prior to the consummation of the Spin-Off Transactions.

“Spin-Off

Tax Matters Agreement” means the Tax Matters Agreement, to be dated on or about the Closing Date, between Resideo and Holdings,

in substantially the form attached to the Form 10, as amended or supplemented from time to time.

“Spin-Off

Transactions” means (i) the separation of Resideo’s ADI global distribution business from its products and solutions

business, as more fully described in the Form 10, to be completed through a pro rata distribution of all the outstanding shares of common

stock of Holdings to Resideo’s common stockholders, (ii) the making of the Closing Date Distribution, the proceeds of which shall

be used to consummate the Closing Date Refinancing and (iii) the ADI Preferred Stock Exchange.

“Standard

Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by Holdings, the Borrower

or any Restricted Subsidiary thereof in connection with the Permitted Receivables Facility which are customary in an accounts receivable

financing transaction.

“Sterling”

or “£” means the lawful currency of the United Kingdom.

“subsidiary”

means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,

association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial

statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited liability company,

partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity

or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are,

as of such date, owned, controlled or held (unless parent does not Control such entity), or (b) that is, as of such date, otherwise Controlled,

by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary”

means any subsidiary of Holdings.

“Successor

Borrower” has the meaning assigned to such term in ‎Section 6.03(a)(vi).

“Successor

Holdings” has the meaning assigned to such term in ‎Section 6.03(a)(v).

“Supply

Chain Bank” means any Person that (a) at the time it enters into a Supply Chain Financing (or on the Closing Date), is the

Administrative Agent, an Arranger, a Lender or an Affiliate of any such Person, in each case, in its capacity as a party to such Supply

Chain Financing and (b) any Supply Chain Bank Purchaser.

“Supply

Chain Bank Purchaser” means any subsequent purchaser of any trade payables that had been initially acquired by a Person that

was a Supply Chain Bank pursuant clause (a) of the definition thereof pursuant to a Secured Supply Chain Financing; provided that

such subsequent purchaser is designated as such in writing delivered to the Administrative Agent in substantially the form of Exhibit

“Supply

Chain Financing” means any agreement under which any bank, financial institution or other Person may from time to time provide

any financial accommodation to any of the Borrower or any Restricted Subsidiary in connection with trade payables of the Borrower or

any Restricted Subsidiary, in each case issued for the benefit of any such bank, financial institution or such other person that has

acquired such trade payables pursuant to “supply chain” or other similar financing for vendors and suppliers of the

Borrower or any Restricted Subsidiaries, so long as (a) other than in the case of Secured Supply Chain Financing Obligations, such Indebtedness

is unsecured and (b) such Indebtedness represents amounts not in excess of those which the Borrower or any of its Restricted Subsidiaries

would otherwise have been obligated to pay to its vendor or supplier in respect of the applicable trade payables.

“Supported

QFC” has the meaning assigned to such term in ‎Section 9.21.

“Swap

Obligations” means, with respect to Holdings or any other Loan Party, an obligation to pay or perform under any agreement,

contract or transaction that constitutes a “swap” within the meaning of § 1a(47) of the Commodity Exchange Act.

“Syndication

Agents” means, collectively, JPMorgan Chase Bank, N.A., BofA Securities, Inc. and Wells Fargo Bank, National Association.

“T2”

means the real time gross settlement system operated by the Eurosystem or any successor system.

“TARGET

Day” means any day on which T2 (or, if such payment system ceases to be operative, such other payment system, if any, determined

by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Taxes”

means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees

or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tax

Matters Agreements” means, collectively, each of the Spin-Off Tax Matters Agreement and the Honeywell Tax Matters Agreement.

“Term

Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,

are bearing interest at a rate determined by reference to the Term SOFR Rate, the EURIBOR Rate or the Adjusted Term CORRA Rate.

“Term

Borrowings” means the Initial Term Borrowings and/or the Incremental Term Loans, as the context requires.

“Term

CORRA” means, for any calculation with respect to any Term Benchmark Borrowing denominated in Canadian Dollars, the Term CORRA

Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term CORRA Determination

Day”) that is two Business Days prior to the first day of such Interest Period, as such rate is published by the Term CORRA

Administrator; provided, that if as of 1:00 p.m. (Toronto time) on any Periodic Term CORRA Determination Day the Term CORRA Reference

Rate for the applicable tenor has not been published by the Term CORRA Administrator and a Benchmark Replacement Date with respect to

the Term CORRA Reference Rate has not occurred, then Term CORRA will be the Term CORRA Reference Rate for such tenor as published by

the Term CORRA Administrator on the first preceding Business Day for which such Term CORRA Reference Rate for such tenor was published

by the Term CORRA Administrator so long as such first preceding Business Day is not more than five Business Days prior to such Periodic

Term CORRA Determination Day.

“Term

CORRA Administrator” means Candeal Benchmark Administration Services, Inc., TSX, Inc. or any successor administrator.

“Term

CORRA Reference Rate” means the forward-looking term rate based on CORRA.

“Term

Commitments” means, collectively, the Initial Term Commitments and any commitments to make Incremental Term Loans.

“Term

Lenders” means, collectively, the Initial Term Lenders and any Lenders with an outstanding Incremental Term Loan or a Commitment

to make an Incremental Term Loan.

“Term

Loans” means, collectively, the Initial Term Loans and any Incremental Term Loans.

“Term

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

“Term

SOFR Rate” means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period,

the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement

of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator, provided

that if the Term SOFR Rate as so determined shall ever be less than the Floor, then the Term SOFR Rate shall be deemed to be the Floor.

“Term

SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect

to any Term Benchmark Borrowing denominated in dollars and for any tenor comparable to the applicable Interest Period, the rate per annum

published by the CME Term SOFR Administrator and identified by the Administrative Agent as the forward-looking term rate based on SOFR.

If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable

tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has

not occurred, then, so long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such

Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities

Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding

U.S. Government Securities Business Day is not more than five (5) U.S. Government Securities Business Days prior to such Term SOFR Determination

Day.

“Transaction

Costs” means all fees, costs and expenses incurred or payable by Holdings, the Borrower or any Subsidiary in connection with

the Transactions.

“Transactions”

means, collectively, (a) the execution, delivery and performance by each Loan Party of the Loan Documents (including this Agreement)

to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder,

(b) the execution, delivery and performance by each Loan Party and, prior to the Closing Date, the Senior Notes Escrow Issuer, of the

Senior Notes Documents to which it is to be a party, (c) the issuance of, and incurrence of obligations under, the Senior Notes (including

the assumption by the Borrower of the obligations of the Senior Notes Escrow Issuer under the Senior Notes following the merger of the

Senior Notes Escrow Issuer with and into the Borrower on the Closing Date), and the use of the proceeds thereof (d) the Closing Date

Distribution, (e) the Closing Date Refinancing and (f) the Spin-Off Transactions, together with the Spin-Off Reorganization Actions and

all other transactions pursuant to, and the execution, delivery and performance of, the Spin-Off Documents.

“Transformative

Transactions” means any merger, acquisition, consolidation or similar transaction involving third-parties, in any case by the

Borrower or any Restricted Subsidiary that (a) is not permitted by the terms of this Agreement immediately prior to the consummation

of such acquisition, (b) is permitted by the terms of this Agreement immediately prior to the consummation of such acquisition, but would

not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion

of the combined operations following such consummation, as determined by the Borrower acting in good faith or (c) or involves aggregate

consideration payable by the Borrower and/or its Restricted Subsidiaries in excess of $150,000,000.

“Transition

Services Agreement” means the Transition Services Agreement, to be dated on or about the Closing Date, between Resideo and

Holdings in substantially the form attached to the Form 10, as amended or supplemented from time to time.

“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 Term SOFR Rate, the EURIBOR Rate, the Adjusted Term CORRA Rate, the Daily Simple RFR, the

Alternate Base Rate or the Canadian Prime Rate.

“U.S.

Intellectual Property” means Intellectual Property (as defined in the Collateral Agreement) that is registered or applied for

in the United States.

“U.S.

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

“U.S.

Special Resolution Regimes” has the meaning assigned to such term in ‎Section 9.21.

“U.S.

Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District

of Columbia.

“U.S.

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

“UK

Financial Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to

time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook

(as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions

and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK

Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the

resolution of any UK Financial Institution.

“Unadjusted

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

“Uniform

Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect

in the State of New York.

“Unrestricted

Subsidiaries” means (a) the Senior Notes Escrow Issuer, (b) any Subsidiary that is formed or acquired after the Effective Date

and is designated as an Unrestricted Subsidiary by the Borrower pursuant to ‎Section 5.17 subsequent to the Effective Date

and (c) any Subsidiary of an Unrestricted Subsidiary. As of the Effective Date, the Senior Notes Escrow Issuer is the sole Unrestricted

Subsidiary.

“Unrestricted

Subsidiary Reconciliation Statement” means in connection with the delivery of financial statements pursuant to ‎Section

5.01(a) or (b) (solely to the extent required under ‎Section 5.01(c) an unaudited financial statement (in substantially

the same form) prepared on the basis of consolidating the accounts of Holdings, the Borrower and the Restricted Subsidiaries and treating

Unrestricted Subsidiaries as if they were not consolidated with Holdings and otherwise eliminating all accounts of Unrestricted Subsidiaries,

together with an explanation of reconciliation adjustments in reasonable detail.

“U.S.

Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities

Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for

purposes of trading in United States government securities.

“USA

PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct

Terrorism Act of 2001.

“Voting

Equity Interests” of any Person means the Equity Interests of such Person ordinarily having the power to vote for the election

of the directors of such Person.

“Weighted

Average Yield” means, with respect to any Term Loan, any Term Commitment or any other Loans or Commitments, the weighted average

yield to stated maturity thereof based on the interest rate or rates applicable thereto and giving effect to all upfront or similar fees

or original issue discount payable to the lenders with respect thereto and to any interest rate “floor”, but excluding

any prepayment premiums, customary arrangement, syndication, commitment, structuring, ticking, underwriting and other similar fees paid

or payable to the arrangers (or similar titles) or their Affiliates, in each case in their capacities as such in connection therewith

and that are not generally shared with all lenders providing such loans and commitments; provided that to the extent that the

Reference Rate on the effective date of such other loans or commitments is less than the interest rate floor, if any, applicable to such

other loans or commitments, then the amount of such difference shall be included in the calculation of the Weighted Average Yield of

such other loans or commitments; provided, further, that original issue discount and upfront fees (which shall be deemed

to constitute like amounts of original issue discount) shall be equated to interest margins based on the shorter of the remaining life

to the stated maturity and an assumed four-year life to maturity. For purposes of determining the Weighted Average Yield of any floating

rate Indebtedness at any time, the rate of interest applicable to such Indebtedness at such time shall be assumed to be the rate applicable

to such Indebtedness at all times prior to maturity; provided that appropriate adjustments shall be made for any changes in rates

of interest provided for in the documents governing such Indebtedness (other than those resulting from fluctuations in interbank offered

rates, prime rates, Federal funds rates or other external indices not influenced by the financial performance or creditworthiness of

Holdings, the Borrower or any Subsidiary).

“wholly

owned Subsidiary” means, with respect to any Person at any date, a subsidiary of such Person of which securities or other ownership

interests representing 100% of the Equity Interests (other than directors’ qualifying shares) are, as of such date, owned, controlled

or held by such Person or one or more wholly owned Subsidiaries of such Person or by such Person and one or more wholly owned Subsidiaries

of such Person.

“Withdrawal

Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer

Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding

Agent” means any Loan Party, the Administrative Agent and, in the case of any U.S. federal withholding Tax, any other withholding

agent, if applicable.

“Write-Down

and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such

EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and

conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the

applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial

Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities

or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had

been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation

that are related to or ancillary to any of those powers.

Section

1.02 Classification

of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving

Loan”) or by Type (e.g., a “Term Benchmark Loan”) or by Class and Type (e.g., a “Term

Benchmark Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving

Borrowing”) or by Type (e.g., a “Term Benchmark Borrowing”) or by Class and Type (e.g., a

“Term Benchmark 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”. Unless the context requires

otherwise or except as expressly provided herein, (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, amended and restated, supplemented

or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in the Loan Documents),

(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), unless otherwise expressly stated to the contrary,

(c) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (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; Borrower Representative. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial

nature shall be construed in accordance with GAAP, as in effect from time to time; provided that (i) if the Borrower notifies

the Administrative Agent that the Borrower requests an amendment to any provision (including any definition) hereof to eliminate the

effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or

if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose),

regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision

shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such

notice shall have been withdrawn or such provision amended in accordance herewith, (ii) notwithstanding any other provision contained

herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred

to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159, The Fair Value

Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to Accounting Standard Codifications),

to value any Indebtedness of Holdings, the Borrower or any Subsidiary at “fair value”, as defined therein and (iii)

the accounting for any lease shall be based on U.S. GAAP as in effect on December 15, 2018 and without giving effect to any subsequent

changes in U.S. GAAP (or the required implementation of any previously promulgated changes in U.S. GAAP) relating to the treatment of

a lease as an operating lease or capitalized lease.

(b)

The Borrower is hereby authorized to act as an agent and representative of the other Loan Parties party hereto in providing and receiving

notices, consents, certificates, other writing or statements on behalf of the other Loan Parties for purposes hereof (including for purposes

of ‎Article II). Unless otherwise provided therein, the Administrative Agent may assume any notice, consent, certificate,

other writing or statement received from the Borrower is made on behalf of the other Loan Parties, and shall be entitled to rely on,

and shall incur no liability by acting upon, any such notice, consent, certificate, other writing or statement accordingly.

Section

1.05 Pro

Forma Calculations. With respect to any period during which any acquisition permitted by this Agreement or any sale, transfer or

other disposition of any Equity Interests in a Subsidiary or all or substantially all the assets of a Subsidiary or division or line

of business of a Subsidiary outside the Ordinary Course of Business occurs, for purposes of determining compliance with the covenants

contained in Sections ‎6.12 and ‎6.13 or otherwise for purposes of determining the Consolidated Total Leverage

Ratio, Consolidated Interest Expense, the Consolidated Interest Coverage Ratio, Consolidated Secured Leverage Ratio, the Consolidated

First Lien Leverage Ratio and Consolidated EBITDA, calculations with respect to such period shall be made on a Pro Forma Basis.

Section

1.06 Limited

Condition Transaction. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any

applicable financial ratio or test or determining other compliance with this Agreement (including the determination of compliance with

any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom)

in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination of

whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at

the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction,

an “LCT Election”, it being acknowledged and agreed that an LCT Election may be made at any time prior to, contemporaneously

with, or at any time after, the applicable LCT Test Date), be deemed to be (i) in the case of a Limited Condition Transaction described

in clause (i) of the definition thereof, the date the definitive agreements for such Limited Condition Transaction are entered into,

(ii) in the case of a Limited Condition Transaction described in clause (ii) of the definition thereof, the date of giving of the irrevocable

notice of redemption therefor, (iii) in the case of a Limited Condition Transaction described in clause and (iii) of the definition thereof,

the date of giving of the irrevocable notice of the applicable Restricted Payment (each such date in the foregoing clauses (i) through

(iii), a “LCT Test Date”) and if, after such financial ratios and tests and other provisions are measured on a Pro

Forma Basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith

(including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable period

being used to calculate such financial ratio ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant

LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided

that at the option of the Borrower, the relevant ratios and baskets may be recalculated at the time of consummation of such Limited Condition

Transaction. For the avoidance of doubt, (x) if any of such financial ratios or tests are exceeded (or, with respect to the Consolidated

Interest Coverage Ratio, not reached) as a result of fluctuations in such ratio or test (including due to fluctuations in Consolidated

EBITDA or otherwise) at or prior to the consummation of the relevant Limited Condition Transaction, such financial ratios and tests and

other provisions will not be deemed to have been exceeded (or, with respect to the Consolidated Interest Coverage Ratio, not reached)

as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder

and (y) such financial ratios and tests and other provisions shall not be tested at the time of consummation of such Limited Condition

Transaction or related transaction. For the avoidance of doubt, if the Borrower has made an LCT Election for any Limited Condition Transaction,

then in connection with any subsequent calculation of any financial ratio or test (excluding, for the avoidance of doubt, any ratio contained

in Sections ‎6.12 and ‎6.13) or basket availability with respect to any Limited Condition Transaction on or following

the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or, in the

case of a Limited Condition Transaction described in clause (i) thereof, the date that the definitive agreement for such Limited Condition

Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether

such subsequent transaction is permitted under this Agreement or any Loan Document, any such ratio, test or basket shall be required

to comply with any such ratio, test or basket on a Pro Forma Basis assuming such Limited Condition Transaction and the other transactions

in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time

as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated

or expires.

(b)

Notwithstanding anything to the contrary herein, with respect to any Indebtedness or Liens incurred in reliance on a provision of this

Agreement that does not require compliance with a financial ratio or test (including, without limitation, any tests based on the Consolidated

Total Leverage Ratio, Consolidated Interest Expense, Consolidated Secured Leverage Ratio, the Consolidated First Lien Leverage Ratio

or the Consolidated EBITDA) (any such amounts, the “Fixed Amounts”) substantially concurrently with any Indebtedness

or Liens incurred in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including any

tests based on the Consolidated Total Leverage Ratio, Consolidated Interest Expense, Consolidated Secured Leverage Ratio, the Consolidated

First Lien Leverage Ratio or the Consolidated EBITDA) (any such amounts, the “Incurrence-Based Amounts”), it is understood

and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the incurrence

of the Incurrence-Based Amounts.

Section

1.07 Change

in GAAP. Upon written notice to the Administrative Agent, Holdings, the Borrower and the Restricted Subsidiaries may elect to apply

IFRS, in lieu of GAAP, which change shall take effect at the end of such fiscal quarter or year specified by the Borrower and in which

case all accounting terms (including financial ratios and other financial calculations for the test period then ended and all subsequent

periods) required to be submitted pursuant to this Agreement shall be prepared in conformity with IFRS. As of such effective date, at

the request of the Borrower the Administrative Agent shall enter into and is hereby authorized by the Lenders to enter into an amendment

to this Agreement which shall provide for and give effect to the change in GAAP.

Section

1.08 Delaware

Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or

any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes

the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person

to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the

first date of its existence by the holders of its Equity Interests at such time.

Section

1.09 Interest

Rates; Benchmark Notification. The interest rate on a Loan denominated in dollars or a Permitted Foreign Currency may be derived

from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the

occurrence of a Benchmark Transition Event, ‎Section 2.14(b) provides a mechanism for determining an alternative rate of interest.

The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration,

submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or

successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any

such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the

existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance

or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the

calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement)

and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information

sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates

referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower,

any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential

damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation

of any such rate (or component thereof) provided by any such information source or service.

Section

1.10 Currency

Translation.

(a)

The Administrative Agent or any Issuing Bank, as applicable, shall determine the Dollar Equivalent amounts of Term Benchmark Borrowings

or RFR Borrowings or Letter of Credit extensions denominated in Permitted Foreign Currencies. Such Dollar Equivalent shall become effective

as of such Revaluation Date and shall be the Dollar Equivalent of such amounts until the next Revaluation Date to occur. Except for purposes

of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided

herein, the applicable amount of any Agreed Currency (other than dollars) for purposes of the Loan Documents shall be such Dollar Equivalent

amount as so determined by the Administrative Agent or any Issuing Bank, as applicable.

(b)

Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Term Benchmark Loan or an RFR

Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed

in dollars, but such Borrowing, Loan or Letter of Credit is denominated in Permitted Foreign Currency, such amount shall be the Dollar

Equivalent of such amount (rounded to the nearest unit of such Permitted Foreign Currency, with 0.5 of a unit being rounded upward),

as determined by the Administrative Agent or any Issuing Bank, as the case may be.

Article

The

Credits

Section

2.01 Commitments.

Subject to the terms and conditions set forth herein, (a)(i) each Initial Term Lender agrees to make (or is deemed to make) an Initial

Term Loan denominated in dollars to the Borrower on the Closing Date in a principal amount not exceeding its Initial Term Commitment,

and (b) each Revolving Lender agrees to make Revolving Loans denominated in dollars or a Permitted Foreign Currency to the Borrower from

time to time, in each case during the Revolving Availability Period, in an aggregate principal amount that will not result in such Revolving

Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or the Aggregate Revolving Exposure exceeding the

Aggregate Revolving Commitment. Term Loans and Revolving Loans denominated in dollars may be ABR Loans or Term Benchmark Loans, as further

provided herein. Revolving Loans denominated in Euros shall in each case be EURIBOR Loans. Revolving Loans denominated in Canadian Dollars

shall in each case be CORRA Loans or Canadian Prime Rate Loans, as the Borrower shall request. Revolving Loans denominated in Sterling

shall in each case be RFR Loans. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower 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 Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the 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.

(c)

Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective unused

Commitments. Subject to Section 2.14, each Borrowing denominated in dollars shall be comprised entirely of ABR Loans or SOFR Loans

as the Borrower may request in accordance herewith. Subject to ‎Section 2.14, each Borrowing denominated in Euros shall be

comprised entirely of EURIBOR Loans. Subject to Section 2.14, each Borrowing denominated in Canadian Dollars shall be comprised

entirely of CORRA Loans or Canadian Prime Rate Loans as the Borrower may request in accordance herewith. Subject to Section 2.14,

each Borrowing denominated in Sterling shall be comprised entirely of RFR Loans. Each Lender at its option may make any Loan by causing

any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall

not affect the obligation of the Borrower to repay such Loan advanced to it in accordance with the terms of this Agreement.

(b)

At the commencement of each Interest Period for any Term Benchmark Borrowing, such Borrowing shall be in an aggregate amount that is

an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided that a Term Benchmark Borrowing

that results from a continuation of an outstanding Term Benchmark Borrowing may be in an aggregate amount that is equal to such outstanding

Borrowing. At the time that each ABR Revolving Borrowing, RFR Revolving Borrowing or Canadian Prime Rate Revolving Borrowing is made,

such Borrowing shall be in an aggregate amount that is an integral multiple of the Dollar Equivalent of $100,000 and not less than the

Dollar Equivalent of $500,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there

shall not be more than a total of six Term Benchmark Borrowings or RFR Borrowings at any time outstanding. Notwithstanding anything to

the contrary herein, an ABR Revolving Borrowing or Canadian Prime Rate Borrowing may be in an aggregate amount that is equal to the entire

unused balance of the Aggregate Revolving Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated

by ‎Section 2.05(e).

Section

2.03 Requests

for Borrowings. To request a Revolving Borrowing or Term Borrowing, the Borrower shall notify the Administrative Agent of such request

by submitting a Borrowing Request (a) in the case of a Term Benchmark Borrowing denominated in dollars, not later than 2:00 p.m., Local

Time, three U.S. Government Securities Business Days before the date of the proposed Borrowing, (b) in the case of a Term Benchmark Borrowing

denominated in Euros, not later than 12:00 p.m., Local Time, three Business Days (or such later date as the Administrative Agent may

agree) before the date of the proposed Borrowing, (c) in the case of a Term Benchmark Borrowing denominated in Canadian Dollars, not

later than 12:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing, (d) in the case of an RFR Borrowing

denominated in Sterling, not later than 11:00 a.m., Local Time, five RFR Business Days before the date of the proposed Borrowing, (e)

in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one U.S. Government Securities Business Day before the

date of the proposed Borrowing (or, in the case of up to $100 million of ABR Borrowings outstanding of any time, on the date of the proposed

Borrowing) or (f) in the case of a Borrowing of Canadian Prime Rate Loans, not later than 10:15 a.m., New York City time, on the date

of the proposed Borrowing. Each such Borrowing Request shall be irrevocable (provided that the Borrowing Request in respect of

the initial Borrowings on the Closing Date, or in connection with any acquisition or other investment permitted under ‎Section

6.04, may be conditioned on the closing of the Spin-Off Transactions or such acquisition or other investment, as applicable) and

shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request signed by a Financial

Officer of the Borrower. Each such Borrowing Request shall specify the following information (to the extent applicable, in compliance

with Sections ‎2.01 and ‎2.02):

(i)

specifying the Class of the requested Borrowing;

(ii)

the currency and the aggregate amount of such Borrowing;

(iii)

the requested date of such Borrowing, which shall be a Business Day;

(iv)

in the case Borrowings denominated in dollars, whether such Borrowing is to be an ABR Borrowing or a Term SOFR Borrowing;

(v)

in the case of Borrowings denominated in Canadian Dollars, whether such Borrowing is to be a Term CORRA Borrowing or a Canadian Prime

Rate Borrowing;

(vi)

in the case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated

by the definition of the term “Interest Period”;

(vii)

the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements

of ‎Section 2.06(a), or, if the Borrowing is being requested to finance the reimbursement of an LC Disbursement in accordance

with ‎Section 2.05(e), the identity of the Issuing Bank that made such LC Disbursement; and

(viii)

that as of such date Sections ‎4.03(a) and ‎4.03(b) are satisfied.

no election as to the Type of Borrowing is specified then the requested Borrowing shall be an ABR Borrowing made in dollars. If no Interest

Period is specified with respect to any requested Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest

Period of one month’s duration. If no currency is specified with respect to any requested Revolving Loan, the Borrower shall be

deemed to have selected dollars. 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 [Reserved].

Section

2.05 Letters

of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower may request (and each Issuing Bank

shall issue) Letters of Credit for the Borrower’s own account (or for the account of any Subsidiary so long as (x) the Borrower

is a joint and several co-applicant in respect of such Letter of Credit, and (y) such Issuing Bank has completed its customary “know

your client” procedures with respect to such Subsidiary), and in a form reasonably acceptable to the Administrative Agent and the

applicable Issuing Bank, at any time and from time to time during the Revolving Availability Period. Notwithstanding anything contained

in any letter of credit application or other agreement (other than this Agreement or any Security Document) submitted by the Borrower

to, or entered into by the Borrower with, any Issuing Bank relating to any Letter of Credit, (i) all provisions of such letter of credit

application or other agreement purporting to grant Liens in favor of such Issuing Bank to secure obligations in respect of such Letter

of Credit shall be disregarded, it being agreed that such obligations shall be secured to the extent provided in this Agreement and in

the Security Documents, and (ii) in the event of any inconsistency between the terms and conditions of this Agreement and the terms and

conditions of such letter of credit application or such other agreement, as applicable, the terms and conditions of this Agreement shall

control.

(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 (other than any automatic extension permitted pursuant to paragraph (c) of this

Section), the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved

by such Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance,

amendment, renewal or extension) 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 requested 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 currency and amount

of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be requested by the applicable

Issuing Bank as necessary to enable the such Issuing Bank to prepare, amend, renew or extend such Letter of Credit. If requested by the

applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in

connection with any request for a Letter of Credit. An Issuing Bank shall not be obligated to issue any trade Letter of Credit (unless

it otherwise consents) and no Letter of Credit shall be issued, amended, renewed or extended unless (and upon issuance, amendment, renewal

or extension of any Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance,

amendment, renewal or extension, (i) the sum of the LC Exposure shall not exceed the LC Sublimit, (ii) the Aggregate Revolving Exposure

shall not exceed the Aggregate Revolving Commitment, (iii) the face amount of the Letters of Credit issued by the applicable Issuing

Bank shall not exceed its LC Commitment and (iv) following the effectiveness of any Maturity Date Extension Request with respect to the

Revolving Commitments of any Class, the LC Exposure in respect of all Letters of Credit of such Class having an expiration date after

the fifth Business Day prior to the applicable Existing Maturity Date shall not exceed the aggregate Revolving Commitments of such Class

of the Consenting Lenders extended pursuant to ‎Section 2.22. Each Issuing Bank agrees that it shall not permit any issuance,

amendment, renewal or extension of a Letter of Credit to occur unless it shall give to the Administrative Agent written notice thereof

as required under paragraph (l) of this Section. Notwithstanding anything herein to the contrary, an Issuing Bank shall have no obligation

hereunder to issue any Letter of Credit if (x) any law applicable to such Issuing Bank from any Governmental Authority with jurisdiction

over such Issuing Bank shall prohibit the issuance of letters of credit generally or the Letter of Credit in particular or (y) such issuance

shall violate such Issuing Bank’s internal policies that are applicable to letters of credit generally.

(c)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year

after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal

or extension) and (ii) the date that is five Business Days prior to the Revolving Maturity Date (unless such Letters of Credit have been

cash collateralized or backstopped on or prior to such fifth Business Day pursuant to arrangements reasonably satisfactory to the applicable

Issuing Bank); provided that (x) any Letter of Credit may, upon the request of the Borrower, include a provision whereby such

Letter of Credit shall be renewed automatically for additional periods (but not beyond the date that is five Business Days prior to the

Revolving Maturity Date (unless such Letters of Credit have been cash collateralized or backstopped on or prior to such fifth Business

Day pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank)) unless the applicable Issuing Bank notifies the

beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed and

(y) clause (c)(i) above shall not apply to a Letter of Credit if such long-dated Letter of Credit is consented to by the applicable Issuing

Bank. For the avoidance of doubt, if the Revolving Maturity Date in respect of any Class of Revolving Commitments shall be extended pursuant

to ‎Section 2.22, “Revolving Maturity Date” as referenced in this paragraph shall refer, with respect to

the Class of Letters of Credit associated with such Class of Revolving Commitments, to the Revolving Maturity Date in respect of any

Class of Revolving Commitments as extended pursuant to ‎Section 2.22; provided that, notwithstanding anything in this

Agreement (including ‎Section 2.22 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such

term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing

Bank without the prior written consent of such Issuing Bank.

(d)

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without

any further action on the part of the applicable Issuing Bank or the Lenders, the Issuing Bank that is the issuer of such Letter of Credit

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 applicable Issuing Bank, such Revolving Lender’s Applicable Percentage

of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of

this Section, or of any reimbursement payment required to be refunded to the Borrower 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 any reduction or termination of the Revolving Commitments, and that each such payment shall

be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that,

in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not

incur any liability for relying, upon the representation and warranty of Holdings and the Borrower deemed made pursuant to ‎Section

4.02 unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the

case of an automatic extension permitted pursuant to paragraph (c) of this Section, at least one Business Day prior to the time by which

the election not to extend must be made by the applicable Issuing Bank), the Majority in Interest of the Revolving Lenders shall have

notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or

circumstances described in such notice, one or more of the conditions precedent set forth in ‎Section 4.02(a) or ‎Section

4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed

that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew

or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall

have been cured or otherwise shall have ceased to exist).

(e)

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, then the Borrower shall reimburse

such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than (i) if the Borrower

shall have received notice of such LC Disbursement prior to 10:00 a.m., Local Time, on any Business Day, then 12:00 noon, Local Time,

on such Business Day, or (ii) otherwise, 12:00 noon, Local Time, on the Business Day immediately following the day that the Borrower

receives such notice; provided that, in the case of an LC Disbursement denominated in dollars in an amount equal to or in excess

of $500,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with ‎Section 2.03

that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s

obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to reimburse

any LC Disbursement by the time specified above in this paragraph, then the Administrative Agent shall notify each Revolving Lender of

the applicable LC Disbursement, the currency and amount of the payment then due from the Borrower in respect thereof and such Revolving

Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each applicable Revolving Lender shall pay to

the Administrative Agent its Applicable Percentage of the amount then due from the Borrower in the currency of the applicable LC Disbursement,

in the same manner as provided in ‎Section 2.06 with respect to Loans made by such Lender (and ‎Section 2.06 shall

apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraph), and the Administrative Agent shall

promptly remit to the applicable Issuing Bank the amounts so received by it from the applicable Revolving Lenders. Promptly following

receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute

such payment to the applicable 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 an Issuing Bank for any LC Disbursement (other than the funding of an ABR

Revolving Borrowing as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse

such LC Disbursement.

(f)

Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall

be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any

and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement,

or any term or provision thereof or hereof, (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) payment by an 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 Borrower’s obligations

hereunder. None of the Administrative Agent, the Lenders, the Issuing Banks or 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, any payment or failure to make

any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), 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 the applicable Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank

from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages,

claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that

are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under

a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful

misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction in a final and nonappealable judgment),

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 that appear on their face to be in substantial compliance

with the terms of a Letter of Credit, an 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, and any such acceptance

or refusal shall be deemed not to constitute gross negligence or willful misconduct.

(g)

Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent

a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly notify the Administrative Agent and the Borrower in writing

(via hand delivery, facsimile or other electronic imaging) 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 Borrower

of its obligation to reimburse such Issuing Bank and the applicable Revolving Lenders with respect to any such LC Disbursement in accordance

with paragraph (e) of this Section.

(h)

Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the Borrower 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 Borrower reimburses such LC Disbursement in full, at (i) in the case

of any LC Disbursement denominated in dollars, the rate per annum then applicable to ABR Revolving Loans and (ii) in the case of an LC

Disbursement denominated in any Permitted Foreign Currency, a rate per annum determined by the applicable Issuing Bank (which determination

will be conclusive absent manifest error) to represent its cost of funds plus the Applicable Rate used to determine interest applicable

to Term Benchmark Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement in full when due pursuant

to paragraph (e) of this Section, then ‎Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be

paid to the Administrative Agent, for the account of the applicable Issuing Bank, except that interest accrued on and after the date

of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account

of such Lender to the extent of such payment, and shall be payable on demand or, if no demand has been made, on the date on which the

Borrower reimburses the applicable LC Disbursement in full.

(i)

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day on which the Borrower receives notice

from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, a Majority in Interest

of the Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account

with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash

(in the currency of each applicable Letter of Credit) equal to the LC Exposure of the Revolving Lenders with respect to the Letters of

Credit issued on behalf of the Borrower as of such date plus any accrued and unpaid interest thereon; provided that the obligation

to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without

demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h)

or (i) of ‎Section 7.01. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent

required by ‎Section 2.11(b), ‎Section 2.20(c) or ‎Section 2.22(c). Each such deposit shall be held

by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The

Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other

than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the

Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any,

on such investments shall accumulate in such account. Notwithstanding the terms of any Security Document, moneys in such account shall

be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and,

to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure

at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of a Majority in Interest of the Revolving

Lenders (treating the Classes of Revolving Commitments and Revolving Loans as one Class) and (ii) in the case of any such application

at a time when any Revolving Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall

be less than the aggregate LC Exposure of all the Defaulting Lenders), the consent of each Issuing Bank), be applied to satisfy other

obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a

result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower

within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of

cash collateral hereunder pursuant to ‎Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned

to the Borrower to the extent that, after giving effect to such return, the Aggregate Revolving Exposure in respect of the Revolving

Commitments or Revolving Loans would not exceed the Aggregate Revolving Commitment and no Default shall have occurred and be continuing.

If the Borrower is required to provide an amount of cash collateral hereunder pursuant to ‎Section 2.20(c) such amount (to

the extent not applied as aforesaid) shall be returned to the Borrower to the extent that, after giving effect to such return, no Issuing

Bank shall have any exposure in respect of any outstanding Letter of Credit that is not fully covered by the Revolving Commitments of

the non-Defaulting Lenders and/or the remaining cash collateral and no Default shall have occurred and be continuing.

(j)

Designation of Additional Issuing Banks. The Borrower may, at any time and from time to time with notice to the Administrative Agent,

designate as additional Issuing Banks one or more Revolving Lenders, that agree to serve in such capacity as provided below. The acceptance

by a Revolving Lender of an appointment as an Issuing Bank hereunder shall be evidenced by an agreement, which shall be in form and substance

reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated

Revolving Lender and, from and after the effective date of such agreement, (i) such Revolving Lender shall have all the rights and obligations

of an Issuing Bank under this Agreement and (ii) references herein to the term “Issuing Bank” shall be deemed to include

such Revolving Lender in its capacity as an issuer of Letters of Credit hereunder.

(k)

Resignation or Termination of an Issuing Bank. Any Issuing Bank may resign as a “Issuing Bank” hereunder upon 30 days’

prior written notice to the Administrative Agent, the Lenders, and the Borrower; provided that on or prior to the expiration of

such 30-day period with respect to such resignation, the relevant Issuing Bank shall have identified a successor Issuing Bank reasonably

acceptable to the Borrower willing to accept its appointment as successor Issuing Bank and the effectiveness of such resignation shall

be conditioned upon such successor assuming the rights and duties of the Issuing Bank. In the event of any such resignation as Issuing

Bank, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank hereunder; provided, however,

that no failure by the Borrower to appoint any such successor shall affect the resignation of the resigning Issuing Bank except as expressly

provided above. The Borrower may terminate the appointment of any Issuing Bank as an “Issuing Bank” hereunder by providing

a written notice thereof to such Issuing Bank, with a copy to the Administrative Agent. Any such termination shall become effective upon

the earlier of (i) such Issuing Bank acknowledging receipt of such notice and (ii) the third Business Day following the date of the delivery

thereof; provided that no such termination shall become effective until and unless the LC Exposure attributable to Letters of

Credit issued by such Issuing Bank (or its Affiliates) shall have been reduced to zero. At the time any such resignation or termination

shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the resigning or terminated Issuing Bank pursuant

to ‎Section 2.12(b). Notwithstanding the effectiveness of any such resignation or termination, the resigning or terminated

Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect

to Letters of Credit issued by it prior to such resignation or termination, but shall not be required to issue any additional Letters

of Credit.

(l)

Issuing Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank shall, in addition

to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent (i) periodic activity

(for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters of Credit issued by such

Issuing Bank, including all issuances, extensions, amendments and renewals, all expirations and cancelations and all disbursements and

reimbursements, (ii) reasonably prior to the time that such Issuing Bank issues, amends, renews or extends any Letter of Credit, the

date of such issuance, amendment, renewal or extension, and the stated amount of the Letters of Credit issued, amended, renewed or extended

by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have

changed), (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date and amount of such LC Disbursement,

(iv) on any Business Day on which the 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 currency and amount of such LC Disbursement and (v) on any other Business Day, such other

information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank.

(m)

LC Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms of any

document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be the maximum

stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect

at the time of determination. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its

terms but any amount may still be drawn thereunder by any reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall

be deemed to be “outstanding” in the amount so remaining available to be drawn.

Section

2.06 Funding

of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately

available funds in the applicable currency by 12:00 noon, Local Time, to the account of the Administrative Agent most recently designated

by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly

crediting the amounts so received, in like funds, to an account of the Borrower and designated by the Borrower in the applicable Borrowing

Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement denominated in dollars as provided

in ‎Section 2.05(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank or, to the extent that Revolving

Lenders have made payments pursuant to ‎Section 2.05(e) to reimburse such Issuing Bank, then to such Revolving Lenders and

such Issuing Bank as their interests may appear.

(b)

Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any 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 and in its sole discretion, make available to the 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 the 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 the Borrower to but excluding the date of payment to the Administrative

Agent, at (i) in the case of such Lender, (A) in the case of Loans denominated in dollars, the greater of the NYFRB Rate and a rate determined

by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of Loans denominated

in a Permitted Foreign Currency, the rate determined by the Administrative Agent to be the cost to it of funding such amount (which determination

will be conclusive absent manifest error) or (ii) in the case of the Borrower, the interest rate applicable to (A) in the case of Loans

denominated in dollars, ABR Loans of the applicable Class and (B) in the case of Loans denominated in a Permitted Foreign Currency, the

interest rate applicable to the subject Loan pursuant to ‎Section 2.13. If the Borrower and such Lender shall pay such interest

to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the

amount of such interest paid by the Borrower for such period. If such Lender pays such amount to the Administrative Agent, then such

amount shall constitute such Lender’s Loan included in such Borrowing.

Section

2.07 Interest

Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request or designated by ‎Section

2.03 and, in the case of a Term Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request

or designated by ‎Section 2.03. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of a different

Type (provided that Term Benchmark Borrowings denominated in a Permitted Foreign Currency may not be converted into ABR Borrowings

but instead must be prepaid in the original currency of such Loan) or to continue such Borrowing and, in the case of a Term Benchmark

Borrowing, may elect Interest Periods therefor, all as provided in this Section. The 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.

(b)

To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election in writing by the time

that a Borrowing Request would be required under ‎Section 2.03 if the 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 Interest Election Request shall be irrevocable

and shall be confirmed promptly by hand delivery, facsimile or other electronic transmission to the Administrative Agent of a written

Interest Election Request signed by a Financial Officer of the Borrower.

(c)

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

(i)

the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions

thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to

clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)

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

(iii)

whether the resulting Borrowing is to be an ABR Borrowing (in the case of Borrowings denominated in dollars), a Canadian Prime Rate Borrowing

(in the case of Borrowings denominated in Canadian Dollars), a Term Benchmark Borrowing or an RFR Borrowing; and

(iv)

if the resulting Borrowing is to be a Term Benchmark Borrowing, the Interest Period to be applicable thereto after giving effect to such

election, which shall be a period contemplated by the definition of the term “Interest Period”.

any such Interest Election Request requests a Term Benchmark Borrowing but does not specify an Interest Period, then the 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 Borrower fails to deliver a timely Interest Election Request with respect to a Term Benchmark 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 Term Benchmark Borrowing denominated in dollars, such Borrowing shall be converted to an ABR Borrowing and (ii) in the

case of a Term Benchmark Borrowing denominated in a Permitted Foreign Currency, such Borrowing shall be continued as a Borrowing of the

applicable Type for an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default under clause

(h) or (i) of ‎Section 7.01 has occurred and is continuing with respect to Holdings or the Borrower, or if any other Event

of Default has occurred and is continuing and the Administrative Agent, at the request of a Majority in Interest of the Lenders of any

Class has notified the Borrower of the election to give effect to this sentence on account of such other Event of Default, then, in each

such case, so long as such Event of Default is continuing, (i) no outstanding Borrowing (or Borrowing of the applicable Class, as applicable)

denominated in dollars may be converted to or continued as a Term Benchmark Borrowing, (ii) unless repaid, each Term Benchmark Borrowing

denominated in dollars (or Term Benchmark Borrowing denominated in dollars of the applicable Class, as applicable) shall be converted

to an ABR Borrowing at the end of the Interest Period applicable thereto and (iii) unless repaid, each Term Benchmark Borrowing or RFR

Borrowing denominated in a Permitted Foreign Currency shall be continued as a Term Benchmark Borrowing with an Interest Period of one

month’s duration or RFR Borrowing, as applicable.

Section

2.08 Termination

and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall automatically terminate and

be reduced to $0 on the Closing Date upon the making (or deemed making) of the Initial Term Loans and (ii) the Revolving Commitments

shall automatically terminate and be reduced to $0 on the Revolving Maturity Date.

(b)

The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i)

each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than

$1,000,000 and (ii) the Borrower 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 Aggregate Revolving Exposure would exceed the Aggregate Revolving

Commitment.

(c)

The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this

Section at least three 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 such notice, the Administrative Agent shall advise the Lenders of the applicable Class

of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice

of termination or reduction of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon

the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (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 Commitments

of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance

with their respective Commitments of such Class.

Section

2.09 Repayment

of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account

of each Revolving Lender the then unpaid principal amount of each Revolving Loan made by such Revolving Lender to the Borrower on the

Revolving Maturity Date, (ii) to the Administrative Agent for the account of each Initial Term Lender the then unpaid principal amount

of each Initial Term Loan made (or deemed to have been made) by such Initial Term Lender to the Borrower on the Initial Term Maturity

Date and (iii) to the Administrative Agent for the account of each Initial Term Lender the then unpaid principal amount of each Initial

Term Loan made (or deemed to have been made) by such Initial Term Lender to the Borrower as provided in ‎Section 2.10.

(b)

Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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. The records maintained by the Administrative Agent and the Lenders shall be prima facie evidence of the

existence and amounts of the obligations of the Borrower in respect of Loans made to the Borrower, LC Disbursements, interest and fees

due or accrued, in each case, with respect to the Borrower hereunder; provided that the failure of the Administrative Agent or

any Lender to maintain such records or any error therein shall not in any manner affect the obligation of the Borrower to pay any amounts

due hereunder in accordance with the terms of this Agreement. In the event of any inconsistency between the entries made pursuant to

paragraphs (b) and (c) of this ‎Section 2.09, the accounts maintained by the Administrative Agent maintained pursuant to paragraph

(c)

The Administrative Agent shall, in connection with maintenance of the Register in accordance with ‎Section 9.04(b)(iv) maintain

accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable

thereto, (ii) the amount of any principal, premium, interest or fees due and payable or to become due and payable from the 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)

Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the Borrower of such Loans

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) substantially in the form set forth on Exhibit B-1 hereto (in the case of Revolving Loans) or Exhibit

B-2 hereto (in the case of Term Loans). 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 payable

to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Section

2.10 Amortization

of Term Loans. (a) Subject to adjustment pursuant to paragraph (d) of this Section, the Borrower shall repay to the Administrative

Agent, for the account of each Initial Term Lender, Initial Term Borrowings on the last day of each calendar quarter, beginning with

the last day of the first full calendar quarter ending after the Closing Date, (provided that if any such date is not a Business

Day, until the Initial Term Maturity Date, such payment shall be due on the immediately preceding Business Day), in an amount equal to

0.25% of the aggregate original principal amount of the Initial Term Borrowings made on the Closing Date.

(b)

To the extent not previously paid, the Borrower shall pay to the Administrative Agent for the account of the Initial Term Lenders the

then unpaid principal amount of the Initial Term Loans on the Initial Term Maturity Date.

(c)

Any prepayment by the Borrower of a Term Borrowing of any Class shall be applied to reduce the subsequent scheduled repayments of the

Term Borrowings of such Class to be made pursuant to this Section as directed in writing by the Borrower (or absent such direction, in

direct order of maturity thereof); provided that (A) any prepayment of any Class of Incremental Term Borrowings shall be applied

to subsequent scheduled repayments as provided in the applicable Incremental Facility Amendment, (B) any prepayment of Term Borrowings

of any Class contemplated by ‎Section 2.23 shall be applied to subsequent scheduled repayments as provided in such Section,

(C) mandatory prepayments of Term Borrowings shall be applied as directed in writing by the Borrower (or, in the absence of such direction,

to the scheduled repayments of such Term Borrowings in direct order of maturity) and (D) if any Lender elects to decline a mandatory

prepayment of a Term Borrowing in accordance with ‎Section 2.11(f), then the portion of such prepayment not so declined shall

be applied to reduce the subsequent repayments of such Term Borrowing to be made pursuant to this Section ratably based on the amount

of such scheduled repayments.

(d)

Prior to any repayment of any Term Borrowings of any Class under this Section, the Borrower shall select the Borrowing or Borrowings

of the applicable Class to be repaid and shall notify the Administrative Agent in writing (via hand delivery, facsimile or other electronic

imaging) of such selection not later than 12:00 p.m., New York City time, two Business Days before the scheduled date of such repayment.

Each repayment of a Term Borrowing shall be applied ratably to the Loans included in the repaid Term Borrowing. Repayments of Term Borrowings

shall be accompanied by accrued interest on the amount repaid.

Section

2.11 Prepayment

of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without

premium or penalty (except as set forth in clause (h) of this ‎Section 2.11), subject to ‎Section 2.16.

(b)

In the event and on each occasion that the Aggregate Revolving Exposure exceeds the Aggregate Revolving Commitment, the Borrower shall

prepay its Revolving Borrowings (or, if no such Revolving Borrowings are outstanding, deposit cash collateral in an account with the

Administrative Agent in accordance with ‎Section 2.05(i)) in an aggregate amount equal to such excess.

(c)

In the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings, the Borrower or any Restricted Subsidiary

in respect of any Prepayment Event (including by the Administrative Agent as loss payee in respect of any Prepayment Event described

in clause (b) of the definition of the term “Prepayment Event”), the Borrower shall, within five Business Days after

such Net Proceeds are received, prepay Term Borrowings (or, at the option of the Borrower, any other Indebtedness secured on a pari passu

basis with the Term Borrowings permitted hereunder) in an aggregate amount equal (i) in the case of any event described in clause (a)

or (b) of the definition of the term “Prepayment Event”, the Specified Net Proceeds Percentage or (ii) in the case

of any event described in clause (c) of the definition of the term “Prepayment Event”, 100%, in each case of the foregoing

clauses (i) and (ii), of the amount of such Net Proceeds (or, if the Borrower or any of its Restricted Subsidiaries has incurred Indebtedness

that is permitted under ‎Section 6.01 that is secured, on an equal and ratable basis with the Term Loans, by a Lien on the

Collateral permitted under ‎Section 6.02, and such Indebtedness is required to be prepaid or redeemed with the Net Proceeds

of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, then by such lesser

percentage of such Net Proceeds such that such Indebtedness receives no greater than a ratable percentage of such Net Proceeds based

upon the aggregate principal amount of the Term Loans and such Indebtedness then outstanding); provided that, in the case of any

event described in clause (a) or (b) of the definition of the term “Prepayment Event” and so long as no Event of Default

under ‎Section 7.01(a), ‎Section 7.01(b) or, solely with respect to the Borrower, ‎Section 7.01(h) or

‎Section 7.01(i) has occurred and be continuing if the Borrower shall, on or prior to the date of the required prepayment,

deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Holdings or the Borrower intend to cause

the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of

such Net Proceeds to be reinvested in the business of Holdings, the Borrower or its Restricted Subsidiaries, or to enter into an acquisition

permitted by this Agreement, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds in respect

of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net

Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of

such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have committed to invest such proceeds), at which

time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied.

(d)

Following the end of each fiscal year of Holdings, commencing with the first full fiscal year ending after the Closing Date, the Borrower

shall prepay Term Borrowings (or, at the option of the Borrower, any other Indebtedness secured on a pari passu basis with the Term Borrowings

permitted hereunder) in an aggregate amount equal to the Specified ECF Percentage of Excess Cash Flow for such fiscal year (such amount,

as reduced in accordance with the provisos to this paragraph (d), the “ECF Sweep Amount”); provided that only

amounts in excess of $27,500,000 shall be required to be prepaid pursuant to this paragraph (d); provided further that such amount

shall be reduced by the aggregate amount of prepayments of Term Borrowings and Revolving Borrowings (but only to the extent accompanied

by a permanent reduction of the corresponding Commitment) made pursuant to paragraph (a) of this Section during such fiscal year (and,

at the Borrower’s option (and without deducting such amounts against the subsequent fiscal year’s prepayment computation

pursuant to this paragraph (d)), after the end of such fiscal year but prior to the date on which the prepayment pursuant to this ‎Section

2.11(d) for such fiscal year is required to have been made); provided further that, in the case of any Term Loan prepaid in

connection with the purchase thereof by a Purchasing Borrower Party pursuant to ‎Section 9.04(e) at a discount to par, the

prepayment required pursuant to this ‎Section 2.11(d) shall be reduced, with respect to the prepayment of such Term Loan,

only by the actual amount of cash paid to the applicable Lender or Lenders in connection with such purchase; provided, further,

that such amount shall be reduced by the aggregate amount of Capital Expenditures and Investments, in each case, permitted under this

Agreement, made in cash during such fiscal year (and, at the Borrower’s option (and without deducting such amounts against the

subsequent fiscal year’s prepayment computation pursuant to this paragraph (d)), after the end of such fiscal year but prior to

the date on which the prepayment pursuant to this ‎Section 2.11(d) for such fiscal year is required to have been made) to

the extent not financed with the proceeds of Long-Term Indebtedness. Each prepayment pursuant to this paragraph shall be made on or before

the date that is five (5) Business Days after the date on which financial statements are delivered pursuant to ‎Section 5.01(a)

with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event not later than the fifth (5th)

Business Day following the last day on which such financial statements may be delivered in compliance with such Section).

(e)

Notwithstanding any other provisions of ‎Section 2.11(c) or ‎(d), (A) to the extent that any of or all the Net Proceeds

of any Prepayment Event by or Excess Cash Flow of a Foreign Subsidiary of Holdings giving rise to a prepayment pursuant to ‎Section

2.11(c) or ‎(d) (a “Foreign Prepayment Event”) are prohibited or delayed by applicable local law from

being repatriated to the Borrower, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be taken

into account in determining the amount to be applied to repay Term Loans at the times provided in ‎Section 2.11(c) or ‎(d),

as the case may be, and such amounts may be retained by such Subsidiary, and once the Borrower has determined in good faith that such

repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local law, then the amount of

such Net Proceeds or Excess Cash Flow will be taken into account as soon as practicable in determining the amount to be applied (net

of additional taxes payable or reserved if such amounts were repatriated) to the repayment of the Term Loans pursuant to ‎Section

2.11(c) or ‎(d), as applicable, (B) to the extent that and for so long as the Borrower has determined in good faith that

repatriation of any of or all the Net Proceeds of any Foreign Prepayment Event or Excess Cash Flow would have a material adverse tax

or cost consequence with respect to such Net Proceeds or Excess Cash Flow, the amount of Net Proceeds or Excess Cash Flow so affected

will not be required to be taken into account in determining the amount to be applied to repay Term Loans at the times provided in ‎Section

2.11(c) or ‎Section 2.11(d), as the case may be, and such amounts may be retained by such Subsidiary; provided

that when the Borrower determines in good faith that repatriation of any of or all the Net Proceeds of any Foreign Prepayment Event or

Excess Cash Flow would no longer have a material adverse tax consequence with respect to such Net Proceeds or Excess Cash Flow, such

Net Proceeds or Excess Cash Flow shall be taken into account as soon as practicable in determining the amount to be applied (net of additional

taxes payable or reserved against if such amounts were repatriated) to the repayment of the Term Loans pursuant to ‎Section 2.11(c)

or ‎Section 2.11(d), as applicable, and (C) to the extent that and for so long as the Borrower has determined in good faith

that repatriation of any of or all the Net Proceeds of any Foreign Prepayment Event or Excess Cash Flow would give rise to a risk of

liability for the directors of such Subsidiary, the Net Proceeds or Excess Cash Flow so affected will not be required to be taken into

account in determining the amount to be applied to repay Term Loans at the times provided in ‎Section 2.11(c) or ‎Section

2.11(d), as the case may be, and such amounts may be retained by such Subsidiary.

(f) Prior to any optional prepayment of Borrowings under this Section, the Borrower shall select the Borrowing or Borrowings to be prepaid

and shall specify such selection in the notice of such prepayment delivered pursuant to paragraph (g) of this Section. In the event of

any mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class remain outstanding, the aggregate

amount of such prepayment shall be allocated among the Term Borrowings (and, to the extent provided in the Incremental Facility Amendment

for any Class of Incremental Term Loans, the Borrowings of such Class) pro rata based on the aggregate principal amount of outstanding

Borrowings of each such Class; provided that any Term Lender (and, to the extent provided in the Incremental Facility Amendment

for any Class of Incremental Term Loans, any Lender that holds Incremental Term Loans of such Class) may elect, by notice to the Administrative

Agent in writing (via hand delivery, facsimile or other electronic imaging) at least one Business Day prior to the required prepayment

date, to decline all or any portion of any prepayment of its Loans pursuant to this Section (other than (x) an optional prepayment pursuant

to paragraph (a) of this Section or (y) a mandatory prepayment triggered by an event described in clause (c) of the definition of the

term “Prepayment Event”, neither of which may be declined), in which case the aggregate amount of the prepayment that

would have been applied to prepay such Loans may be retained by the Borrower.

(g)

The Borrower shall notify the Administrative Agent in writing (via hand delivery, facsimile or other electronic imaging) of any optional

prepayment and, to the extent practicable, any mandatory prepayment hereunder (i) in the case of a prepayment of a Term Benchmark Borrowing,

not later than 11:00 a.m., Local Time, three Business Days before the date of prepayment or (ii) in the case of a prepayment of an ABR

Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable

and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a

mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that (A) if a notice of optional

prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by ‎Section

2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with ‎Section 2.08

and (B) a notice of prepayment of Term Borrowings pursuant to paragraph (a) of this Section may state that such notice is conditioned

upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the

Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt

of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment

of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided

in ‎Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing

shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the

extent required by ‎Section 2.13.

(h)

All (i) prepayments of Initial Term Loans effected on or prior to the six-month anniversary of the Closing Date with the proceeds of

a Repricing Transaction, and (ii) amendments, amendments and restatements or other modifications of this Agreement on or prior to the

six-month anniversary of the Closing Date, the effect of which is a Repricing Transaction, shall be accompanied by a fee payable for

the ratable account of each of the applicable Initial Term Lenders in an amount equal to 1.00% of the aggregate principal amount of the

Initial Term Borrowings so prepaid in the case of a transaction described in clause (i) of this paragraph, or 1.00% of the aggregate

principal amount of the Initial Term Borrowings affected by such amendment, amendment and restatement or other modification in the case

of a transaction described in clause (ii) of this paragraph. Such fee shall be paid by the Borrower to the Administrative Agent, for

the account of the Initial Term Lenders of the applicable Class, on the date of such prepayment.

Section

2.12 Fees.

(a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender)

in accordance with its Pro Rata Share of the Aggregate Revolving Commitments for the period from and including the Closing Date to but

excluding the date on which the Revolving Commitments terminate (or are otherwise reduced to zero), a commitment fee which shall accrue

at the Applicable Rate on the average daily unused amount of the aggregate Revolving Commitment of such Revolving Lender. Such accrued

commitment fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears

on the fifteenth day following such last day and on the date on which all the Revolving Commitments terminate, commencing on the first

such date to occur after the Closing Date. For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed

to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender.

(b)

The Borrower 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 same Applicable Rate then used to determine the interest rate applicable

to Term Benchmark Revolving Loans on the average daily amount of such Lender’s aggregate LC Exposure (excluding any portion thereof

attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the

date on which all of such Lender’s Revolving Commitments terminate and the date on which such Lender ceases to have any LC Exposure

and (ii) to each Issuing Bank a fronting fee, which shall accrue at a rate per annum equal to 0.125% on the average daily amount of the

LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed

LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of all

the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard

fees with respect to the issuance, amendment, 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 day following such last day, commencing on the first such date to occur after the Closing Date; provided that

all such fees shall be payable on the date on which all the Revolving Commitments terminate and any such fees accruing after the date

on which all the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this

paragraph shall be payable within 10 days after demand.

(c)

The Borrower 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 Borrower and the Administrative Agent.

(d)

The Borrower agrees to pay to the Arrangers and the Administrative Agent, for the account of each applicable Arranger and Lender, such

other fees as shall have been separately agreed upon in writing (including pursuant to the Fee Letters and including upfront fees, which

may be in the form of original issues discounts to the Loans) in the amounts and at the times so specified.

(e)

All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the applicable

Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving

Lenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances.

(f)

All commitment fees, participation fees, fronting fees and other fees payable pursuant to this ‎Section 2.12 and all interest

shall be computed on the basis of a year of 360 days, except that interest 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 shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Section

2.13 Interest.

(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b)

The Loans comprising each Term Benchmark Borrowing shall bear interest at the Term SOFR Rate for the Interest Period in effect for such

Borrowing plus the Applicable Rate.

(c)

Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder

is not paid when due, whether at stated maturity, upon acceleration or otherwise, and an Event of Default under ‎Section 7.01(a),

‎(b), or, solely with respect to any Loan Party, ‎(h) or ‎(i) shall have occurred and be continuing,

such overdue amount shall bear interest, on and from such date, at a rate per annum equal to (i) in the case of overdue principal of

any Loan, 2.00% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or

(ii) in the case of any other overdue amount, 2.00% per annum plus the rate applicable to ABR Revolving Loans as provided in paragraph

(a) of this Section. Payment or acceptance of the increased rates of interest provided for in this paragraph (c) is not a permitted alternative

to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of

the Administrative Agent, any Issuing Bank or any Lender.

(d)

Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of a Revolving

Loan of any Class, upon termination of the Revolving Commitments of such Class; provided that (i) interest accrued pursuant to

paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a

prepayment of an ABR Revolving Loan prior to the end of the Revolving 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 a Term Benchmark

Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of

such conversion.

Section

2.14 Alternate

Rate of Interest.

(a)

Subject to clauses (b), (d), (e), (f) and (g) of this ‎Section 2.14, if prior to the commencement of any Interest Period for

a Term Benchmark Borrowing of any Class:

(i)

the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of

any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Benchmark (including

because the Relevant Screen Rate is not available or published on a current basis) for the applicable Agreed Currency and such Interest

Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Daily Simple RFR for the applicable

Agreed Currency; or

(ii)

the Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term Benchmark

Borrowing, the Term SOFR Rate, the EURIBOR Rate or the Adjusted Term CORRA Rate for the applicable Agreed Currency and such Interest

Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing

for the applicable Agreed Currency and such Interest Period or (B) at any time, the applicable Daily Simple RFR for the applicable Agreed

Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing

for the applicable Agreed Currency;

then

the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly

as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise

to such notice no longer exist, (A) for Loans denominated in dollars, (1) any Interest Election Request that requests the conversion

of any Borrowing to, or continuation of any Borrowing as, a Term SOFR Borrowing shall instead be deemed to be an Interest Election Request

for an ABR Borrowing and (2) any Borrowing Request that requests a Term SOFR Borrowing shall instead be deemed to be a Borrowing Request

for an ABR Borrowing, (B) for Loans denominated in any Permitted Foreign Currency, (1) any Interest Election Request that requests a

continuation of any Borrowing as a Permitted Foreign Currency Borrowing, such Borrowing shall instead be deemed to be an Interest Election

Request for an ABR Borrowing denominated in dollars (in an amount equal to the Dollar Equivalent of the amount in the Permitted Foreign

Currency requested therein) and (2) any Borrowing Request that requests a Permitted Foreign Currency Borrowing shall instead be deemed

to be a Borrowing Request for an ABR Borrowing denominated in dollars (in an amount equal to the Dollar Equivalent of the amount in the

Permitted Foreign Currency requested therein); provided that, if the circumstances giving rise to such notice affect only one Type of

Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed

Currency is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this ‎Section

2.14(a) with respect to the Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Administrative Agent

notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant

Benchmark and (y) the applicable Borrower (or the Company on its behalf) delivers a new Interest Election Request in accordance with

the terms of ‎Section 2.07 or a new Borrowing Request in accordance with the terms of ‎Section 2.03, (A) for Loans

denominated in dollars, any SOFR Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business

Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, an ABR Loan, on such day and

(B) for Loans denominated in any Permitted Foreign Currency, any Term Benchmark Loan shall, on the last day of the Interest Period applicable

to such Loan (or the next succeeding Business Day if such day is not a Business Day) be, at the applicable Borrower’s option (1)

converted into an ABR Loan denominated in dollars (in an amount equal to the Dollar Equivalent of the amount in an Alternative Currency

requested therein) or (2) be prepaid by such Borrower (it being agreed that if such Borrower does not make an election prior to the last

day of the Interest Period applicable to such Loan, option (1) above will be deemed to have been selected).

(b)

Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, then

(x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement”

for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any

Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent

of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with

clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement

will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00

p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders

without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the

Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising

the Required Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR, all interest payments will be payable on a monthly

basis.

(c)

[Reserved]

(d)

In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have

the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or

in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any

further action or consent of any other party to this Agreement or any other Loan Document.

(e)

The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and

(ii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation

of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark

pursuant to ‎Section 2.14(f) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision

or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this ‎Section

2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event,

circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent

manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other

Loan Document, except, in each case, as expressly required pursuant to this ‎Section 2.14.

(f)

Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation

of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Relevant Screen Rate) and either (A) any

tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected

by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has

provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative,

then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition)

for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was

removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including

a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for

a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period”

(or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(g)

Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Borrower may revoke any

pending request for a Borrowing of, conversion to or continuation of any Loans bearing interest with respect to the applicable Benchmark

to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (A) any request (or any deemed request

for) for any Borrowing denominated in dollars as, or conversion of any Borrowing denominated in dollars to, or continuation of any Borrowing

denominated in dollars as, a Term Benchmark Borrowing shall be ineffective and such Borrowing shall be made or converted to or continued

as on the last day of the Interest Period applicable thereto an ABR Borrowing and (B) any request (or any deemed request for) for any

Borrowing denominated in a Permitted Foreign Currency as, or the continuation of any Borrowing denominated in such Permitted Foreign

Currency as, a Term Benchmark Borrowing shall be ineffective and such Borrowing shall be made or converted to on the last day of the

Interest Period applicable thereto, an ABR Borrowing denominated in dollars (in an amount equal to the Dollar Equivalent of the amount

in an Alternative Currency requested therein).

Section

2.15 Increased

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

(i)

impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets

of, deposits with or for the account of, or credit extended or participated in by, any Lender or any Issuing Bank (except any such reserve

requirement reflected in the EURIBOR Rate, Daily Simple RFR Rate or Adjusted Term CORRA Rate, as applicable);

(ii)

impose on any Lender or any Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made

by such Lender or any Letter of Credit or participation therein; or

(iii)

subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition

of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations,

or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase

the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation

to make any such Loan) or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing

or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit) or to reduce

the amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder (whether of principal,

interest or otherwise), then, from time to time upon request of such Lender, such Issuing Bank or such other Recipient, the Borrower

will pay to such Lender, such Issuing Bank or such other Recipient, as applicable, such additional amount or amounts as will compensate

such Lender, such Issuing Bank or such other Recipient, as applicable, for such additional costs or expenses incurred or reduction suffered.

(b)

If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has had or would have

the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s

or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans

made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level

below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved

but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such

Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then, from time to time upon the request

of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as applicable, such additional amount

or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for

any such reduction suffered.

(c)

A certificate of a Lender or an Issuing Bank setting forth in reasonable detail the amount or amounts necessary to compensate such Lender

or such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and the calculation

thereof shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such

Issuing Bank, as applicable, the amount shown as due on any such certificate within 30 days after receipt thereof.

(d)

Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a

waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall

not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or expenses incurred or reductions

suffered more than 180 days prior to the date that such Lender or such Issuing Bank, as applicable, notifies the Borrower of the Change

in Law giving rise to such increased costs or expenses or reductions and of such Lender’s or such Issuing Bank’s intention

to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or expenses or

reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(e)

Notwithstanding any other provision of this Section, no Lender or Issuing Bank shall demand compensation for any increased cost or reduction

pursuant to this ‎Section 2.15 if (i) it shall not at the time be the general policy or practice of such Lender or Issuing

Bank to demand such compensation in similar circumstances under comparable provisions of other credit agreements and (ii) such increased

cost or reduction is due to market disruption, unless such circumstances generally affect the banking market and when the Required Lenders

have made such a request.

Section

2.16 Break

Funding Payments. With respect to loans that are not RFR Loans, in the event of (i) the payment of any principal of any Term Benchmark

Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (ii) the conversion

of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (iii) the failure to borrow, convert,

continue or prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant hereto (whether or not such notice

may be revoked in accordance with the terms hereof) or (iv) the assignment of any Term Benchmark Loan other than on the last day of the

Interest Period applicable thereto as a result of a request by the Borrower pursuant to ‎Section 2.19(b) or ‎Section

9.02(c), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event

(excluding loss of profit and without giving effect to any “floor” or similar minimum). In the case of a Term Benchmark Loan,

such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender. A certificate of any Lender

setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section and the reasons

therefor, and showing the calculation thereof, shall be delivered to the Borrower and shall be conclusive absent manifest error. The

Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

Notwithstanding

the foregoing, this ‎Section 2.16 will not apply to losses, costs or expenses resulting from Taxes.

Section

2.17 Taxes.

(a) Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under this Agreement or any

other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable

law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax

from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding

and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and,

if such Tax is an Indemnified Tax, then an additional amount shall be payable by the applicable Loan Party as necessary so that after

such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this

‎Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or

withholding been made.

(b)

Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance

with applicable law, or at the option of the Administrative Agent reimburse it for the payment of, any Other Taxes.

(c)

Evidence of Payment. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant

to this ‎Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt

issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such

payment reasonably satisfactory to the Administrative Agent.

(d)

Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within 10 days after

demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to

amounts payable under this ‎Section 2.17) payable or paid by such Recipient or required to be withheld or deducted from a

payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes

were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment

or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own

behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)

Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor,

for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the

Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable

to such Lender’s failure to comply with the provisions of ‎Section 9.04(c) relating to the maintenance of a Participant

Register and (iii) any Excluded Taxes attributable to such Lender, in each case that are payable or paid by the Administrative Agent

in connection with this Agreement or any other Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether

or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount

of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender

hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement

or any other Loan Document or otherwise payable by the Administrative Agent to such Lender from any other source against any amount due

to the Administrative Agent under this paragraph.

(f)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, withholding Tax with respect to

payments made under this Agreement or any other Loan Document shall deliver to the Borrower and the Administrative Agent, at the time

or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably

requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate

of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other

documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower

or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation

(other than such documentation set forth in ‎Section 2.17(f)(ii)(A), ‎Section 2.17(f)(ii)(B) or ‎Section

2.17(f)(ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would

subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such

Lender.

(ii)

Without limiting the generality of the foregoing:

(A)

any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender

becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative

Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax;

(B)

any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such

number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under

this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever

of the following is applicable:

(1)

in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect

to payments of interest under this Agreement or any other Loan Document, executed copies of IRS Form W-8BEN or Form W-8BEN-E establishing

an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and

(y) with respect to any other applicable payments under this Agreement or any other Loan Document, IRS Form W-8BEN or Form W-8BEN-E establishing

an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income”

article of such tax treaty;

(2)

executed copies of IRS Form W-8ECI;

(3)

in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c)(3)(B) of the Code,

(x) a certificate substantially in the form of Exhibit J-1 to the effect that such Foreign Lender is not a “bank” within

the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower within the meaning of Section

871(h)(3)(B) of the Code or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S.

Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or Form W-8BEN-E; or

(4)

to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form

W-8BEN or Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W-9 and/or

another certification document from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership

and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender

may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such direct or indirect partner;

(C)

any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such

number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under

this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies

of any other form prescribed by applicable law as a basis for claiming exemption from, or a reduction in, U.S. federal withholding Tax,

duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative

Agent to determine the withholding or deduction required to be made; and

(D)

if a payment made to a Lender under this Agreement or any other Loan Document would be subject to U.S. federal withholding Tax imposed

by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section

1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or

times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation

prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably

requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with

their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine

the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include

any amendments made to FATCA after the Closing Date.

Each

Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it

shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability

to do so.

(g)

Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a

refund of any Taxes as to which it has been indemnified pursuant to this ‎Section 2.17 (including by the payment of additional

amounts paid pursuant to this ‎Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only

to the extent of indemnity payments made under this ‎Section 2.17 with respect to the Taxes giving rise to such refund), net

of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant

Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay

to such indemnified party the amount paid over pursuant to this paragraph (plus any penalties, interest or other charges imposed by the

relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.

Notwithstanding anything to the contrary in this paragraph, in no event will any indemnified party be required to pay any amount to any

indemnifying party pursuant to this paragraph the payment of which would place such indemnified party in a less favorable net after-Tax

position than such indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund

had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any

other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h)

For purposes of this ‎Section 2.17, the term “Lender” includes any Issuing Bank and the term “applicable

law” includes FATCA.

Section

2.18 Payments

Generally; Pro Rata Treatment; Sharing of Setoffs. (a) The Borrower shall make each payment required to be made by it hereunder or

under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under

‎Section 2.15, ‎Section 2.16 or ‎Section 2.17, or otherwise) prior to the time expressly required hereunder

or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 1:00 p.m., New York City time),

on the date when due, in immediately available funds, without any defense, setoff, recoupment or counterclaim. Any amounts received after

such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business

Day for purposes of calculating interest thereon. All such payments shall be made to such account or accounts as may be specified by

the Administrative Agent, except that payments required to be made directly to any Issuing Bank shall be so made, payments pursuant to

Sections ‎2.15, ‎2.16, ‎2.17 and ‎9.03 shall be made directly to the Persons entitled thereto

and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute

any such payment received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.

If any payment under this Agreement or any other Loan Document shall be due on a day that is not a Business Day, the date for payment

shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable

for the period of such extension. All payments hereunder of principal or interest in respect of any Loan or LC Disbursement shall, except

as otherwise expressly provided herein, be made in the currency of such Loan or LC Disbursement; all other payments hereunder and under

each other Loan Document shall be made in dollars.

(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 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 setoff or counterclaim or otherwise, obtain payment in respect of any principal of or

interest on any of its Revolving Loans, Term Loans or participations in LC Disbursements resulting in such Lender receiving payment of

a greater proportion of the aggregate amount of its Revolving Loans, Term Loans and participations in LC Disbursements and accrued interest

thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall notify the Administrative

Agent of such fact and shall purchase (for cash at face value) participations in the Revolving Loans, Term Loans and participations in

LC Disbursements of other Lenders to the extent necessary so that the aggregate amount of all such payments shall be shared by the Lenders

ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, Term Loans

and participations in LC Disbursements; 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 the 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 to any Eligible Assignee, to the Borrower or

any Subsidiary or other Affiliate thereof in a transaction that complies with the terms of ‎Section 9.04(e) or ‎(f),

as applicable. The 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 the Borrower rights of setoff and counterclaim

with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

100

(d)

Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative

Agent for the account of the Lenders or the Issuing Banks hereunder that the Borrower will not make such payment, the Administrative

Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption

and in its sole discretion, distribute to the Lenders or the Issuing Banks, as applicable, the amount due. In such event, if the Borrower

has not in fact made such payment, then each of the Lenders or the Issuing Banks, as applicable, severally agrees to repay to the Administrative

Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and

including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater

of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e)

If any Lender shall fail to make any payment required to be made by it pursuant to ‎Section 2.05(d) or ‎(e), ‎Section

2.06(a) or ‎(b), ‎Section 2.17(e), ‎Section 2.18(d) or ‎Section 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 to satisfy such Lender’s obligations in respect of such payment until all such unsatisfied

obligations have been discharged and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to,

any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order

as determined by the Administrative Agent in its discretion.

Section

2.19 Mitigation

Obligations; Replacement of Lenders. (a) If any Lender requests compensation under ‎Section 2.15, or if any Loan Party

is required to pay any Indemnified Taxes or additional amounts to any Lender or to any Governmental Authority for the account of any

Lender pursuant to ‎Section 2.17, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate

a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event,

or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment

of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to ‎Section

2.15 or ‎Section 2.17, as applicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or

expense and would not be inconsistent with its internal policies or otherwise be disadvantageous to such Lender in any material respect.

The Borrower hereby agree to pay all reasonable and documented costs and expenses incurred by any Lender in connection with any such

designation or assignment and delegation.

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(b)

If (i) any Lender has requested compensation under ‎Section 2.15, (ii) the Borrower is required to pay any Indemnified Taxes

or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to ‎Section 2.17,

(iii) any Lender has become a Defaulting Lender, (iv) any Lender has become a Declining Lender under ‎Section 2.22 or (v)

any Lender is a Disqualified Institution, then the Borrower 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 ‎Section 2.17) and obligations under this Agreement and the other Loan Documents (or, in the case of any such assignment

and delegation resulting from a Lender having become a Declining Lender, all its interests, rights and obligations under this Agreement

and the other Loan Documents as a Lender of the applicable Class with respect to which such Lender is a Declining Lender) to an Eligible

Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment and delegation);

provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent to the extent such consent

would be required under ‎Section 9.04(b) for an assignment of Loans or Commitments, as applicable (and, if a Revolving Commitment

is being assigned, each Issuing Bank), which consent shall not unreasonably be withheld or delayed, (B) such Lender shall have received

payment of an amount equal to the outstanding principal of its Loans and unreimbursed participations in LC Disbursements, accrued interest

thereon, accrued but unpaid fees and all other amounts payable to it hereunder (including, if applicable, the prepayment fee pursuant

to ‎Section 2.11(h) (with such assignment being deemed to be an optional prepayment for purposes of determining the applicability

of such Section)) (if applicable, in each case only to the extent such amounts relate to its interest as a Lender of a particular Class)

from the assignee (in the case of such principal and accrued interest and fees (other than any fee payable pursuant to ‎Section

2.11(h)) or the Borrower (in the case of all other amounts (including any fee payable pursuant to ‎Section 2.11(h)), (C)

the Borrower or such assignee shall have paid (unless waived) to the Administrative Agent the processing and recordation fee specified

in ‎Section 9.04(b), (D) in the case of any such assignment and delegation resulting from a claim for compensation under ‎Section

2.15 or payments required to be made pursuant to ‎Section 2.17, such assignment will result in a material reduction in

such compensation or payments and (E) such assignment and delegation does not conflict with applicable law. A Lender shall not be required

to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise (including

as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Borrower to require such assignment

and delegation have ceased to apply. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected

pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required

to make such assignment need not be a party thereto.

Section

2.20 Defaulting

Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then

the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:

(a)

commitment fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to ‎Section

2.12(a);

(b)

the Revolving Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders

or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to

any amendment, waiver or other modification pursuant to ‎Section 9.02); provided that any amendment, waiver or other

modification requiring the consent of all Lenders or all Lenders adversely affected thereby shall, except as otherwise provided in ‎Section

9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;

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(c)

if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender, then:

(i)

[reserved];

(ii)

all or any part of the LC Exposure (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which

such Defaulting Lender shall have funded its participation as contemplated by Sections ‎2.05(e) and ‎2.05(f)) of such Defaulting

Lender shall be reallocated among the non-Defaulting Revolver Lenders in accordance with their respective Applicable Percentages but

only to the extent that (x) the sum of all non-Defaulting Revolving Lenders’ Revolving Exposures plus such Defaulting Lender’s

LC Exposure does not exceed the sum of all non-Defaulting Revolving Lenders’ Revolving Commitments and (y) such reallocation does

not cause the aggregate Revolving Exposure of any non-Defaulting Lender to exceed such non-Defaulting Lender’s Revolving Commitment;

provided that, subject to ‎Section 9.18, no reallocation under this clause (ii) shall constitute a waiver or release

of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including

any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation;

(iii)

if the reallocation described in clause (ii) above cannot, or can only partially, be effected, the Borrower shall within one Business

Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks the portion of such Defaulting

Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in ‎Section 2.05(i) for

so long as such LC Exposure is outstanding;

(iv)

if any portion of such Defaulting Lender’s LC Exposure is cash collateralized pursuant to clause (iii) above, the Borrower shall

not be required to pay participation fees to such Defaulting Lender pursuant to ‎Section 2.12(b) with respect to such portion

of such Defaulting Lender’s LC Exposure for so long as such Defaulting Lender’s LC Exposure is cash collateralized;

(v)

if any portion of the LC Exposure of such Defaulting Lender is reallocated pursuant to clause (ii) above, then the fees payable to the

Lenders pursuant to ‎Section 2.12(a) and ‎Section 2.12(b) shall be adjusted to give effect to such reallocation;

(vi)

[reserved]; and

(vii)

if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause

(ii) or (iii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all participation

fees payable under ‎Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing

Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of

Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and

(d)

so long as such Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend, renew or extend any Letter

of Credit unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be fully

covered by the Revolving Commitments of the non-Defaulting Revolving Lenders and/or cash collateral provided by the Borrower in accordance

with ‎Section 2.20(c), and participating interests in any such issued, amended, renewed or extended Letter of Credit will

be allocated among the non-Defaulting Revolving Lenders in a manner consistent with ‎Section 2.20(c)(ii) (and such Defaulting

Lender shall not participate therein).

the event that (i) a Bankruptcy Event with respect to a Revolving Lender Parent shall occur following the Closing Date and for so long

as such Bankruptcy Event shall continue or (ii) any applicable Issuing Bank has a good faith belief that any Revolving Lender has defaulted

in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, such Issuing Bank shall

not be required to issue, amend, renew or extend any Letter of Credit, unless such Issuing Bank shall have entered into arrangements

with Holdings and the Borrower or the applicable Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect

of such Lender hereunder.

the event that the Administrative Agent, Holdings, the Borrower and each applicable Issuing Bank each agrees that a Defaulting Lender

has adequately remedied all matters that caused the applicable Revolving Lender to be a Defaulting Lender, then the LC Exposure of the

Revolving Lenders shall be readjusted to reflect the inclusion of such Revolving Lender’s Revolving Commitment and on such date

such Revolving Lender shall purchase at par such of the Revolving Loans of the applicable Class of the other Revolving Lenders of such

Class as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Revolving Loans of

such Class in accordance with its Applicable Percentage; provided that no adjustments will be made retroactively with respect

to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was a Defaulting Lender; provided further

that, except as otherwise expressly agreed by the affected parties, no change hereunder from a Defaulting Lender to a non-Defaulting

Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender’s having been

a Defaulting Lender.

103

Section

2.21 Incremental

Extensions of Credit. (a) At any time and from time to time, commencing on the Effective Date and ending on the latest Maturity Date,

subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative

Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental

Term Loans”), (ii) one or more increases in the aggregate amount of any Class of Term Loans (each such increase, a “Incremental

Term Loan Increase”), (iii) to add one or more additional tranches of revolving commitments (each, an “Incremental

Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Loans”), (iv) solely

during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase,

a “Revolving Commitment Increase” and, together with the Incremental Term Loans, any Incremental Term Loan Increase,

any Alternative Incremental Facility Debt and the Incremental Revolving Commitments, the “Incremental Extensions of Credit”,

the Incremental Revolving Commitments and the Incremental Revolving Loans, together with the Incremental Term Loans, any Revolving Commitment

Increase and any Incremental Term Loan Increase, the “Incremental Facilities”)) or (v) Alternative Incremental Facility

Debt, in an aggregate principal amount of up to (x) the greater of (A) $275,000,000 and (B) 100% of LTM Consolidated EBITDA in the aggregate

in respect of all Incremental Facilities and Alternative Incremental Facility Debt incurred after the Closing Date (less the aggregate

outstanding principal amount of Cash Management Financing Facilities (as determined at the time of incurrence of such Incremental Facilities

in accordance with ‎Section 1.06)), plus (y) the amount of (I) any voluntary prepayments of the Term Loans, any Alternative

Incremental Facility Debt and any other Indebtedness secured by Liens on the Collateral on a pari passu basis with the Obligations

and (II) permanent reductions in the amount of the Revolving Commitments and any other revolving Indebtedness secured by Liens on the

Collateral on a pari passu basis with the Obligations, in each case, to the extent not funded with long-term Indebtedness, plus

(z) an additional amount if, after giving effect to the incurrence of such additional amount and the application of the proceeds therefrom

(assuming that the full amount of such Incremental Extensions of Credit being established on such date has been funded on such date)

(A) in the case of any such Incremental Extensions of Credit that is secured by a Lien on the Collateral on a pari passu basis

to the Liens securing the Obligations, the Consolidated First Lien Leverage Ratio does not exceed (1) 1.75 to 1.00 or (2) if incurred

in connection with a Permitted Acquisition, the greater of (I) 1.75 to 1.00 and (II) the Consolidated First Lien Leverage Ratio immediately

prior to such incurrence, (B) in the case of any such Incremental Extensions of Credit secured by a Lien on the Collateral on a junior

basis to the Liens securing the Obligations, the Consolidated Secured Leverage Ratio does not exceed (1) 2.25 to 1.00 or (2) if incurred

in connection with a Permitted Acquisition, the greater of (I) 2.25 to 1.00 and (II) the Consolidated Secured Leverage Ratio immediately

prior to such incurrence and (C) in the case of any such Incremental Extensions of Credit that is unsecured, the Consolidated Total Leverage

Ratio does not exceed (1) 4.75 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 4.75 to 1.00

and (II) the Consolidated Total Leverage Ratio immediately prior to such incurrence (in each case, assuming any such Incremental Revolving

Commitments being established on such date are fully drawn and excluding any amounts incurred concurrently in reliance on clause (x)

or (y) above) (it being understood that if the proceeds of the relevant Incremental Extensions of Credit will be applied to finance a

Limited Condition Transaction and the Borrower has made an LCT Election, compliance with the Consolidated First Lien Leverage Ratio,

the Consolidated Secured Leverage Ratio or Consolidated Total Leverage Ratio tests prescribed above may be determined as of the LCT Test

Date in respect of such Limited Condition Transaction on a Pro Forma Basis); provided, (A) unless the Borrower elects otherwise,

each Incremental Extensions of Credit shall be deemed incurred first under clause (z) to the extent permitted with any balance incurred

under the clause (x) and/or clause (y) and (B) if the Borrower incurs any Incremental Extensions of Credit under clause (x) and/or clause

(y) on the same date that it incurs such Incremental Extensions of Credit under clause (z), then the Consolidated First Lien Leverage

Ratio, Consolidated Secured Leverage Ratio or Consolidated Total Leverage Ratio will be calculated with respect to such incurrence under

clause (z) without regard to such incurrence under clause (x) and/or clause (y); provided further that, at the time of each such

request and upon the effectiveness of each Incremental Facility Amendment, (A) no Event of Default has occurred and is continuing or

shall result therefrom (or, in the event the proceeds of any Incremental Extension of Credit are used to finance any Limited Condition

Transaction permitted hereunder for which the Borrower has made an LCT Election, no Event of Default shall exist and be continuing as

of the LCT Test Date for such Limited Condition Transaction), (B) the representations and warranties of Holdings, the Borrower and each

other Loan Party, as applicable, set forth in the Loan Documents would be true and correct in all material respects (or, in the case

of representations and warranties qualified as to materiality or Material Adverse Effect, in all respects) on and as of the date of,

and immediately after giving effect to, the incurrence of such Incremental Extension of Credit (or, if incurred in connection with a

Limited Condition Transaction, on the LCT Test Date) (provided that in the event the proceeds of any Incremental Extension of

Credit are used to finance any Investment permitted hereunder, such condition precedent related to the making and accuracy of such representations

and warranties may be waived or limited as agreed between the Borrower and the Lenders providing such Incremental Extension of Credit,

without the consent of any other Lenders) and (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect

set forth in clauses (A) and (B) above; provided further that any Incremental Extensions of Credit incurred under clause (x) and/or

clause (y) shall automatically be reclassified as being incurred under clause (z) at any later time that such Incremental Extensions

of Credit would have been permitted to be incurred under clause (z). Each Class of Incremental Term Loans and Incremental Revolving Commitments,

and each Revolving Commitment Increase, shall be in an integral multiple of the $5,000,000 and be in an aggregate principal amount that

is not less than $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining

availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.

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(b)

The Incremental Facilities (i) shall be documented pursuant to an Incremental Facility Amendment, (ii) shall not have a borrower other

than the Borrower, (iii) shall not be secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other

than the Collateral or guaranteed by any Subsidiaries other than the Loan Parties, and (iv) shall, except as otherwise set forth herein,

be on terms and subject to conditions as agreed between the Borrower and the Lenders providing the applicable Incremental Extension of

Credit and to the extent such terms consisting of financial maintenance covenants are inconsistent with those governing the other Loans

hereunder, the financial maintenance covenants of any Incremental Facility shall be, when taken as a whole, no more favorable to the

Lenders providing the applicable Incremental Facility than the financial maintenance covenants applicable to the Loans hereunder outstanding

or Commitments hereunder in effect, in each case as of the date on which such Incremental Facility becomes effective, unless (1) the

Lenders holding such existing Loans or Commitments receive the benefit of such more restrictive financial maintenance covenants, in each

case to the extent applicable prior to the maturity date applicable to any such Loans or Commitments (it being understood to the extent

that any financial maintenance covenant is added for the benefit of any Incremental Facility, no consent shall be required from the Administrative

Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of such Lenders), (2) such more

restrictive financial maintenance covenants only apply after the Latest Maturity Date or (3) such financial maintenance covenants shall

be reasonably satisfactory to the Administrative Agent and the Borrower; provided, further, that (A) for any Incremental

Term Loans (including in the form of any Incremental Term Loan Increase) incurred prior to the date that is twelve (12) months after

the Closing Date, if the Weighted Average Yield relating to such Incremental Term Loans that (x) rank pari passu to the Initial

Term Loans with respect to security, (y) are broadly syndicated to banks and other financial institutions and (z) have a maturity date

that is less than one year after the Initial Term Maturity Date, exceeds the Weighted Average Yield relating to the Initial Term Loans

(after giving effect to any amendments to the applicable margin on such Class of existing Initial Term Loans prior to the time that such

Incremental Term Loans are made) immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than

0.50%, then the Applicable Rate relating to such Class of existing Initial Term Loans shall be adjusted so that the Weighted Average

Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to such Class of existing Initial

Term Loans by more than 0.50%; provided that this clause (A) shall not apply to any Incremental Term Loans incurred in connection

with any Permitted Acquisition or any other Investment permitted hereunder, (B) any Incremental Term Loan shall not have (1) a final

maturity date earlier than the Initial Term Maturity Date or (2) a weighted average life to maturity that is shorter than the remaining

weighted average life to maturity of the then-remaining Initial Term Loans; provided that the requirements set forth in the foregoing

clause (B) shall not apply to any Indebtedness (x) consisting of a customary bridge facility so long as such bridge facility converts

into long-term Indebtedness that satisfies this clause (B) or (y) incurred in reliance on the Inside Maturity Exception; (C) any Incremental

Revolving Commitment or any Revolving Commitment Increase shall not have a maturity date that is earlier than the Revolving Maturity

Date and shall not require any scheduled amortization or mandatory commitment reductions prior to the Revolving Maturity Date and (D)

any Incremental Term Loan Increase shall be treated the same as the Class of Term Loans being increased (including with respect to maturity

date thereof), shall be considered to be part of the Class of Term Loans being increased and shall be on the same terms applicable to

such Term Loans.

105

(c)

Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit (i)

shall, to the extent a consent would be required under ‎Section 9.04 if such additional bank, financial institution, existing

Lender or other Person were taking an assignment of Loans or Commitments, be approved by the Borrower and the Administrative Agent (and,

in the case of any Incremental Revolving Commitment or Revolving Commitment Increase, each applicable Issuing Bank) (such approval not

be unreasonably withheld) (any such bank, financial institution, existing Lender or other Person being called an “Additional

Lender”) and (ii) if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental

Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each

such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit unless

it so agrees. Commitments in respect of any Incremental Extension of Credit shall become Commitments (or in the case of any Revolving

Commitment Increase to be provided by an existing Revolving Lender, an increase in such Lender’s Revolving Commitment) under this

Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the

consent of any other Lenders, effect such amendments to this Agreement or to any other Loan Document as may be necessary or appropriate,

in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable

to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of ‎Section 9.02(b)). The effectiveness

of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject

to the satisfaction on the effective date thereof of each of the conditions set forth in clauses (a) and (b) of ‎Section 4.02

(it being understood and agreed that all references to a Borrowing in clauses (a) and (b) of ‎Section 4.02 shall be deemed

to refer to the applicable Incremental Facility Amendment).

(d)

On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding

(the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase

shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the

effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount,

if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the

effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings

(as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without

giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing

Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness

of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment

Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase)

multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives

the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender of the applicable Class

the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated

without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of

the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect

to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving

Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving

Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal

amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered

to the Administrative Agent in accordance with ‎Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi)

each Revolving Lender of the applicable Class shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing

(calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving

Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the

Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions

of ‎Section 2.16 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day

of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately

prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender,

and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of

such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving

Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations

hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such

Revolving Lender’s Applicable Percentage.

106

(e)

Notwithstanding anything to the contrary contained in this ‎Section 2.21, unless the Administrative Agent shall agree otherwise,

after giving effect to any transaction contemplated in this ‎Section 2.21, there shall not be more than six Classes of Loans

or Commitments (including any revolving and term loan facilities) hereunder at any one time outstanding.

Section

2.22 Extension

of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall

promptly deliver a copy thereof to each of the Lenders) not less than 30 days prior to the then-existing Maturity Date for the applicable

Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders

extend the Existing Maturity Date in accordance with this Section; provided that, for the avoidance of doubt, each Lender may

elect to agree or not agree, in its sole discretion, to an extension of a Maturity Date. Each Maturity Date Extension Request shall (i)

specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity

Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable

on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments

and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the

Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such

Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to

‎Section 9.02(b) shall become effective prior to the Existing Maturity Date unless such other approvals have been obtained.

In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right to agree to

the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth

therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender”

and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised

by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender

agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day

to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall

have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as

set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment

and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender

in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type and currency of Loans

of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender

based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity

Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date

specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i)

the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as

shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including

interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension

Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any

required approvals (including those of the Required Lenders) having been obtained) become effective.

107

(b)

Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ‎2.19(b) and ‎9.04,

at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion

of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a

Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall

for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after

the effective time of such replacement.

(c)

If a Maturity Date Extension Request has become effective hereunder:

(i)

solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than

the fifth Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide

cash collateral in respect of Letters of Credit, in each case, in the manner set forth in ‎Section 2.05(i), such that, after

giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed

the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted

thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect

thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended);

(ii)

solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing

Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided

in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans made by each Declining Lender to the

Borrower to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and

unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject

to satisfaction of the conditions set forth in ‎Section 4.02, such repayments may be funded with the proceeds of new Revolving

Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably

by the Consenting Lenders in accordance with their extended Revolving Commitments; and

108

(iii)

solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing

Maturity Date, the Borrower shall repay all the Loans of such Class made by each Declining Lender to the Borrower, to the extent such

Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees

and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions

set forth in ‎Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously

with such repayments by the Revolving Lenders.

(d)

Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective

Date, the conditions set forth in clauses (a) and (b) of ‎Section 4.02 shall be satisfied (with all references in such Section

to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received

a certificate to that effect dated such date and executed by a Financial Officer of the Borrower.

(e)

Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in

accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and

the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of ‎Section 2.08(c)

or ‎Section 2.18(b) or ‎Section 2.18(c) or any other provision of this Agreement requiring the ratable reduction

of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under ‎Section

9.02(b).

(f)

The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications

as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions

of this Section.

(g)

Notwithstanding anything to the contrary contained in this ‎Section 2.22, unless the Administrative Agent shall agree otherwise,

after giving effect to any transaction contemplated in this ‎Section 2.22, there shall not be more than six Classes of Loans

or Commitments (including any revolving and term loan facilities) hereunder at any one time outstanding.

109

Section

2.23 Refinancing

Facilities. (a) The Borrower may, on one or more occasions, by written notice to the Administrative Agent, obtain Refinancing Term

Loan Indebtedness. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower

proposes that such Refinancing Term Loan Indebtedness shall be made, which shall be a date not less than five Business Days after the

date on which such notice is delivered to the Administrative Agent; provided that:

(i)

no Event of Default of the type set forth in ‎Section 7.01(a), ‎7.01(b), or, solely with respect to any Loan Party,

‎7.01(h) or ‎7.01(i) shall have occurred and be continuing;

(ii)

substantially concurrently with the incurrence of such Refinancing Term Loan Indebtedness, the Borrower shall repay or prepay then outstanding

Term Borrowings of the applicable Class made to the Borrower (together with any accrued but unpaid interest thereon and any prepayment

premium with respect thereto) in an aggregate principal amount equal to the Net Proceeds of such Refinancing Term Loan Indebtedness,

and any such prepayment of Term Borrowings of such Class shall be applied to reduce the subsequent scheduled repayments of Term Borrowings

of such Class to be made pursuant to ‎Section 2.09(a) ratably,

(iii)

such notice shall set forth, with respect to the Refinancing Term Loan Indebtedness established thereby in the form of Refinancing Term

Loans, to the extent applicable, the following terms thereof: (a) the designation of such Refinancing Term Loans as a new “Class”

for all purposes hereof, (b) the stated termination and maturity dates applicable to the Refinancing Term Loans of such Class, (c) amortization

applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (d) the interest rate or rates applicable

to the Refinancing Term Loans of such Class, (e) the fees applicable to the Refinancing Term Loans of such Class, (f) any original issue

discount applicable thereto, (g) the initial Interest Period or Interest Periods applicable to Refinancing Term Loans of such Class and

(h) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Term Loans of such Class (which

prepayment requirements may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis

with any Class of existing Term Loans, but may not provide for prepayment requirements that are materially more favorable to the Lenders

holding such Refinancing Term Loans than to the Lenders holding such Class of Term Loans) and any restrictions on the voluntary or mandatory

reductions or prepayments of Refinancing Term Loans of such Class, and

(iv)

such Refinancing Term Loan Indebtedness will, to the extent secured, rank pari passu or junior in right of payment and of security

with the other Loans and Commitments hereunder on the terms set out in an Acceptable Intercreditor Agreement.

110

(b)

Notwithstanding anything to the contrary in this Agreement, the Borrower may, on one or more occasions, by written notice to the Administrative

Agent, establish revolving commitments (“Refinancing Revolving Commitments”), which replace in whole or in part any

Class or tranche of Revolving Commitments under this Agreement. Each such notice shall specify the date (each, a “Refinancing

Revolving Commitments Effective Date”) on which the Borrower proposes that the Refinancing Revolving Commitments shall become

effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative

Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided that:

(i)

after giving effect to the establishment of such Refinancing Revolving Commitments on the Refinancing Revolving Commitments Effective

Date, no Event of Default of the type set forth in ‎Section 7.01(a), ‎(b) or, solely with respect to any Loan Party,

‎(h) or ‎(i) shall have occurred and be continuing;

(ii)

after giving effect to the establishment of such Refinancing Revolving Commitments and the replacement in whole or in part any Class

or tranche of existing Revolving Commitments, the aggregate amount of Revolving Commitments shall not exceed the aggregate amount of

the Revolving Commitments outstanding immediately prior to the applicable Refinancing Revolving Commitments Effective Date plus amounts

used to pay fees, premiums, costs and expenses and accrued interest associated therewith and other fees, costs and expenses relating

thereto;

(iii)

no Refinancing Revolving Commitments shall have a final maturity date (or require commitment reduction or amortization) prior to the

Latest Maturity Date for the Revolving Commitments being replaced; and

(iv)

all other terms applicable to such Refinancing Revolving Commitments (other than provisions relating to (x) fees, interest rates and

other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrower

and the Lenders providing such Refinancing Revolving Commitments and (y) the amount of any letter of credit sublimit under such Refinancing

Revolving Commitments, which shall be as agreed between the Borrower, the Lenders providing such Refinancing Revolving Commitments, the

Administrative Agent and the replacement issuing bank, if any, under such Refinancing Revolving Commitments), when taken as a whole,

shall be no more favorable to the Lenders providing such Refinancing Revolving Commitments (as reasonably determined by the Borrower)

than those, taken as a whole, applicable to the Revolving Commitments so replaced (except to the extent such covenants and other terms

apply solely to any period after the Latest Maturity Date for such Revolving Commitments being replaced);

(c)

Any Lender or any other Eligible Assignee approached by the Borrower to provide all or a portion of the Refinancing Term Loan Indebtedness

and/or any Refinancing Revolving Commitments may elect or decline, in its sole discretion, to provide any Refinancing Term Loan Indebtedness

and/or any Refinancing Revolving Commitments.

(d)

Any Refinancing Term Loans or Refinancing Revolving Commitments shall be established pursuant to a Refinancing Facility Agreement executed

and delivered by Holdings, the Borrower, each Refinancing Term Lender providing such Refinancing Term Loan (or in the case of a Refinancing

Facility Agreement to establish Refinancing Revolving Commitments, the Lenders providing such Refinancing Revolving Commitments and the

Administrative Agent, which shall be consistent with the provisions set forth in clause (a) or (b) above, as applicable (but which shall

not require the consent of any other Lender). Each Refinancing Facility Agreement shall be binding on the Lenders, the Loan Parties and

the other parties hereto and may effect amendments to the other Loan Documents as may be necessary or appropriate, in the reasonable

opinion of the Administrative Agent and the Borrower, to effect provisions of this ‎Section 2.23, including any amendments

necessary to treat any such Refinancing Term Loans as a new “Class” of Loans hereunder or any amendments necessary

to treat any such Refinancing Revolving Commitments as a new Class of Revolving Commitments (and the Loans in respect thereof as a new

Class of Loans hereunder). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility

Agreement.

111

(e)

Notwithstanding anything to the contrary contained in this ‎Section 2.23, unless the Administrative Agent shall agree otherwise,

after giving effect to any transaction contemplated in this ‎Section 2.23, there shall not be more than six Classes of Loans

or Commitments (including any revolving and term loan facilities) hereunder at any one time outstanding.

Article

III

Representations

and Warranties

Each

of Holdings (with respect to itself and, where applicable, the Restricted Subsidiaries) and the Borrower represents and warrants to the

Administrative Agent, each of the Issuing Banks and each of the Lenders that:

Section

3.01 Organization;

Powers. Each of Holdings, the Borrower and the Restricted Subsidiaries (a) is duly organized, validly existing and, to the extent

that such concept is applicable in the relevant jurisdiction, in good standing (to the extent such concept exists in the relevant jurisdictions)

under the laws of the jurisdiction of its organization, except where, solely with respect to any Restricted Subsidiary that is not a

Loan Party, failure to be so would not reasonably be expected to result in a Material Adverse Effect (b) has the corporate or other organizational

power and authority to carry on its business as now conducted, to execute, deliver and perform its obligations under this Agreement and

each other Loan Document and (c) except where the failure to do so, individually or in the aggregate, would not reasonably be expected

to result in a Material Adverse Effect, is qualified to do business in, and, to the extent that such concept exists in the relevant jurisdiction,

is in good standing in, every jurisdiction where such qualification is required.

Section

3.02 Authorization;

Due Execution and Delivery; Enforceability. This Agreement has been duly authorized, executed and delivered by Holdings and the Borrower

and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party,

will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan Party, as applicable, enforceable against

such Person in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium

or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered

in a proceeding in equity or at law.

Section

3.03 Governmental

Approvals; No Conflicts. Except as set forth on Schedule 3.03, as of the Closing Date, the execution, delivery and performance by

each Loan Party of each Loan Document to which it is a party (a) as of the date such Loan Document is executed, do not require any consent

or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or

made and are in full force and effect and except (i) filings necessary to perfect Liens created under the Loan Documents or (ii) where

failure to obtain such consent or approval, or make such registration or filing, in the aggregate, would not reasonably be expected to

have a Material Adverse Effect, (b) will not violate any Requirement of Law applicable to Holdings, the Borrower or any Restricted Subsidiary,

(c) will not violate or result in a default under any indenture, agreement or other instrument binding upon Holdings, the Borrower or

any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption

to be made by Holdings, the Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation

or acceleration of any obligation thereunder, except with respect to any violation, default, payment, repurchase, redemption, termination,

cancellation or acceleration under this clause (c) or clause (b) above that would not reasonably be expected to have a Material Adverse

Effect and (d) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any Restricted Subsidiary,

except Liens created under the Loan Documents or permitted by ‎Section 6.02.

112

Section

3.04 Financial

Condition; No Material Adverse Change. (a) The Audited Financial Statements present fairly, in all material respects, the financial

position of the assets and liabilities of the ADI Business (as defined in the Separation Agreement) as of the dates shown and its results

of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with GAAP applied

on a consistent basis throughout the periods covered thereby, subject to normal year-end audit adjustments.

(b)

Except as set forth in the financial statements referred to in this ‎Section 3.04 and the Form 10, since the Effective Date,

no event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect.

Section

3.05 Properties.

(a) Each of Holdings, the Borrower and the Restricted Subsidiaries has good title to, or valid leasehold (or license or similar) interests

in or other limited property interests in, all its real and personal property necessary for the conduct of its business (including the

Mortgaged Properties), (i) free and clear of Liens, other than Liens expressly permitted by ‎Section 6.02 and (ii) except

for minor defects in title or interest that do not interfere with its ability to conduct its business as currently conducted or as proposed

to be conducted or to utilize such properties for their intended purposes, in each case, except where the failure to do so would not

reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b)

To the knowledge of Holdings, the Borrower or any Restricted Subsidiary, (i) each of Holdings, the Borrower and the Restricted Subsidiaries

owns, or has a valid and enforceable right to use, any and all Intellectual Property that is used in or necessary for its business as

currently conducted, and (ii) the use thereof by Holdings, the Borrower and each Restricted Subsidiary does not infringe upon, misappropriate

or otherwise violate the rights of any other Person, except, in each case of (i) and (ii), as would not reasonably be expected to result

in a Material Adverse Effect. No claim or litigation regarding any Intellectual Property owned or used by Holdings, the Borrower or any

Restricted Subsidiary is pending or, to the knowledge of Holdings, the Borrower or any Restricted Subsidiary, threatened against Holdings,

the Borrower or any Restricted Subsidiary that, individually or in the aggregate, would reasonably be expected to result in a Material

Adverse Effect.

113

Section

3.06 Litigation

and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending

against or, to the knowledge of Holdings, threatened in writing against or affecting Holdings, the Borrower or any Restricted Subsidiary

that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(b)

Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse

Effect, none of Holdings, the Borrower or any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain,

maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has received written notice

of any claim with respect to any Environmental Liability, or (iii) is reasonably expected to incur any Environmental Liability with respect

to any Release on any real property now or previously owned, leased or operated by it.

Section

3.07 Compliance

with Laws. Each of Holdings, the Borrower and the Restricted Subsidiaries is in compliance with all Requirements of Law, except where

the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section

3.08 Sanctions;

Anti-Corruption Laws. Holdings and the Borrower have implemented and maintain in effect policies and procedures designed to promote

compliance by Holdings, the Borrower, the Restricted Subsidiaries and their respective directors, officers, employees and agents with

Anti-Corruption Laws and applicable Sanctions, and Holdings, the Borrower, the Restricted Subsidiaries and their respective officers

and employees (when acting in their role as officers and employees) and to the knowledge of Holdings, the respective directors of Holdings

and the Borrower (when acting in their role as directors), are in compliance in all respects with Anti-Corruption Laws and applicable

Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in Holdings or the Borrower being

designated as a Sanctioned Person. None of Holdings, the Borrower, any Restricted Subsidiary or any of their respective directors, officers

or employees is a Sanctioned Person.

Section

3.09 Investment

Company Status. None of Holdings, the Borrower or any other Loan Party is required to register as an “investment company”

under the Investment Company Act.

Section

3.10 Federal

Reserve Regulations. None of Holdings, the Borrower or any Restricted Subsidiary is engaged or will engage, principally or as one

of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U of the Board

of Governors) or extending credit for the purpose of purchasing or carrying margin stock. No part of the proceeds of the Loans will be

used, directly or indirectly, for any purpose that violates the provisions of Regulations U or X of the Board of Governors.

Section

3.11 Taxes.

Except to the extent that failure to do so would not reasonably be expected to result in a Material Adverse Effect, each of Holdings,

the Borrower and each Restricted Subsidiary (a) has timely filed or caused to be filed all Tax returns and reports required to have been

filed by it and (b) has paid or caused to be paid all Taxes required to have been paid by it, except where the validity or amount thereof

is being contested in good faith by appropriate proceedings and where Holdings, the Borrower or such Restricted Subsidiary, as applicable,

has set aside on its books adequate reserves therefor in conformity with GAAP.

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Section

3.12 ERISA.

(a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no ERISA Event has

occurred or is reasonably expected to occur.

(b)

Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) each Foreign Pension

Plan is in compliance in all material respects with all Requirements of Law applicable thereto and the respective requirements of the

governing documents for such plan, (ii) with respect to each Foreign Pension Plan, none of Holdings, its Affiliates or any of their respective

directors, officers, employees or agents has engaged in a transaction that could subject Holdings, the Borrower or any Restricted Subsidiary,

directly or indirectly, to a tax or civil penalty and (iii) with respect to each Foreign Pension Plan, any underfunding has been reflected

in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with GAAP.

Section

3.13 Disclosure.

(a) As of the Effective Date, none of the reports, financial statements, certificates or other written information furnished by or on

behalf of Holdings, the Borrower or any Restricted Subsidiary to the Arrangers, the Administrative Agent, any Issuing Bank or any Lender

on or before the Effective Date in connection with the negotiation of this Agreement or any other Loan Document, included herein or therein

or furnished hereunder or thereunder (as modified or supplemented by other information so furnished and taken as a whole) 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 materially misleading; provided that, with respect to projected financial information, each of

Holdings and the Borrower represents only that such information, when taken as a whole, was prepared in good faith based upon assumptions

believed by it to be reasonable at the time so furnished (it being understood and agreed that (i) such projected financial information

is merely a prediction as to future events and are not to be viewed as facts, (ii) such projected financial information is subject to

significant uncertainties and contingencies, many of which are beyond the control of Holdings, the Borrower or any of the Restricted

Subsidiaries and (iii) no assurance can be given that any particular projected financial information will be realized and that actual

results during the period or periods covered by any such projected financial information may differ significantly from the projected

results and such differences may be material).

Section

3.14 Subsidiaries.

As of the Effective Date, Schedule 3.14 sets forth the name of, and the ownership interest of Holdings, the Borrower and each Subsidiary

in, each Subsidiary and identifies each Subsidiary that is a Loan Party, after giving effect to the Transactions.

Section

3.15 Solvency.

As of the Closing Date, after giving effect to the Transactions and the rights of indemnification, subrogation and contribution under

the Security Documents, (a) the fair value of the assets of Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole,

at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value

of the property of Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, will be greater than the amount that will

be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts

and other liabilities become absolute and matured, (c) Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, will

be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and

matured and (d) Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, will not have unreasonably small capital with

which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the

Closing Date. For purposes of this Section, the amount of contingent liabilities at any time shall be computed as the amount that, in

light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual

or matured liability.

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Section

3.16 Collateral

Matters. (a) Each Security Document, is effective to create (to the extent described therein) in favor of the Administrative Agent

for the benefit of the Secured Parties a legal, valid, enforceable security interest in the Collateral to the extent intended to be created

thereby and (x) when all financing statements and other appropriate filings or recordings are made in the appropriate offices as may

be required under applicable law and filings and recordation with the United States Patent and Trademark Office and the United States

Copyright Office (which filings or recordings shall be made to the extent required by the applicable Security Document) and (y) when

the taking of possession by the Administrative Agent of such Collateral with respect to which a security interest may be perfected by

possession (which possession shall be given to the Administrative Agent to the extent possession by the Administrative Agent is required

by the applicable Security Document) occurs, then the security interests created by the Security Documents shall constitute so far as

possible under relevant law fully perfected (or equivalently under applicable foreign law) first priority Liens on, and security interests

in (in each case with respect to such Liens and security interests, to the extent intended to be created thereby and required to be perfected

under the Loan Documents) all right, title and interest of the Loan Parties in such Collateral in each case free and clear of any Liens

other than Liens permitted under ‎Section 6.02; provided that no representation is made that a charge that is expressed

to be a fixed charge will actually take effect as a fixed charge and not a floating charge.

(b)

Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the

benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title

and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof under the laws of the relevant jurisdiction

as indicated in the Mortgage, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute

a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof

under the laws of the relevant jurisdiction as indicated in the Mortgage, prior and superior in right to any other Person, but subject

to Liens permitted under ‎Section 6.02.

(c)

Upon the recordation of the Collateral Agreement (or short-form intellectual property security agreements in form and substance substantially

similar to the Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement (each as defined in the Collateral

Agreement)) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of

the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will

constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Intellectual Property described

therein in which a security interest may be perfected by such filing of such documents in the United States of America, in each case

prior and superior in right to any other Person, but subject to Liens permitted under ‎Section 6.02 (it being understood and

agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary

pursuant to Section 4.05(e) of the Collateral Agreement or to perfect a security interest in such Intellectual Property acquired by the

Loan Parties after the Effective Date).

116

Section

3.17 Beneficial

Ownership Certification. As of the Effective Date, the information included in any Beneficial Ownership Certification provided to

the Administrative Agent or any Lender is true and correct in all respects.

Article

Conditions

Section

4.01 Conditions

to the Effective Date and Closing Date.

(a)

Conditions to the Effective Date. This Credit Agreement shall become effective on the date on which each of the following conditions

is satisfied (or waived in accordance with Section 9.02:

(i)

The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed

on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile transmission

or other electronic imaging of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(ii)

The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders) of Willkie

Farr & Gallagher LLP, special counsel for the Effective Date Loan Parties (A) dated as of the Effective Date and (B) in form and

substance reasonably satisfactory to the Administrative Agent.

(iii)

The Administrative Agent shall have received a copy of (A) each organizational document of each Effective Date Loan Party certified,

to the extent applicable, as of a recent date by the applicable Governmental Authority, (B) signature and incumbency certificates of

the responsible officers of each Effective Date Loan Party executing the Loan Documents to which it is a party, (C) copies of resolutions

of the board of directors or managers, shareholders, partners, and/or similar governing bodies of each Effective Date Loan Party approving

and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Effective Date

by a secretary, an assistant secretary or a responsible officer of such Effective Date Loan Party as being in full force and effect without

modification or amendment and (D) a good standing certificate (to the extent such concept, or an analogous concept, exists) from the

applicable Governmental Authority of each Effective Date Loan Party’s jurisdiction of incorporation, organization or formation.

117

(iv)

The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer or the President

or a Vice President of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section ‎4.02.

(v)

(A) The Administrative Agent shall have received, at least three Business Days prior to the Effective Date, all documentation and other

information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering

rules and regulations, including, without limitation, the USA PATRIOT Act, that has been requested at least ten days prior to the Effective

Date and (B) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation

and a Lender has requested in a written notice to the Borrower at least 10 days prior to the Effective Date a Beneficial Ownership Certification

in relation to the Borrower, such Lender shall have received such Beneficial Ownership Certification with respect to the Borrower at

least three Business Days prior to the Effective Date (provided that, upon the execution and delivery by such Lender of its signature

page to this Agreement, the conditions set forth in this clause (e) shall be deemed to be satisfied).

(vi)

Except as provided by ‎Section 5.15 herein, the Collateral and Guarantee Requirement shall have been satisfied to the extent

required prior to the Closing Date pursuant to the definition thereof, and the Administrative Agent, on behalf of the Secured Parties,

shall have a perfected security interest in the Collateral of the type and priority described in each Security Document (except as otherwise

set forth in the Collateral and Guarantee Requirement or ‎Section 5.15). The Administrative Agent shall have received a completed

Perfection Certificate dated the Effective Date and signed by a Financial Officer or legal officer of each of Holdings and the Borrower,

together with all attachments contemplated thereby.

(b)

Conditions to the Closing Date. The conditions on or after the Effective Date, the obligations of the Lenders to make the Initial

Term Loans or Revolving Loans, and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, is subject to receipt

of the request therefor in accordance herewith and to the satisfaction of the following conditions:

(i)

Except as provided by ‎Section 5.15 herein, the Collateral and Guarantee Requirement shall have been satisfied to the extent

required on the Closing Date pursuant to the definition thereof, and the Administrative Agent, on behalf of the Secured Parties, shall

have a perfected security interest in the Collateral of the type and priority described in each Security Document (except as otherwise

set forth in the Collateral and Guarantee Requirement or ‎Section 5.15). The Administrative Agent shall have received an updated

Perfection Certificate dated as of the Closing Date and signed by a Financial Officer or legal officer of each of Holdings and the Borrower,

together with all attachments contemplated thereby.

(ii)

The Administrative Agent shall have received evidence that the insurance required by ‎Section 5.07 and the Security Documents

is in effect with respect to each Loan Party; provided that to the extent that, notwithstanding its use of commercially reasonable

efforts in respect thereof, Holdings is unable to comply with ‎Section 5.07 with respect to any Loan Party, such compliance

shall not constitute a condition precedent under this ‎Section 4.01(b) but shall instead be required within 45 days following

the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion).

118

(iii)

The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders) of (x)

Willkie Farr & Gallagher LLP, special counsel for the Closing Date Loan Parties, and (y) Baker, Donelson, Bearman, Caldwell &

Berkowitz, PC, North Carolina counsel to Snap One, LLC, in each case (A) dated as of the Closing Date and (B) in form and substance reasonably

satisfactory to the Administrative Agent.

(iv)

The Administrative Agent shall have received a copy of (A) each organizational document of each Closing Date Loan Party certified, to

the extent applicable, as of a recent date by the applicable Governmental Authority, (B) signature and incumbency certificates of the

responsible officers of each Closing Date Loan Party executing the Loan Documents to which it is a party, (C) copies of resolutions of

the board of directors or managers, shareholders, partners, and/or similar governing bodies of each Closing Date Loan Party approving

and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Closing Date by

a secretary, an assistant secretary or a responsible officer of such Closing Date Loan Party as being in full force and effect without

modification or amendment and (D) a good standing certificate (to the extent such concept, or an analogous concept, exists) from the

applicable Governmental Authority of each Closing Date Loan Party’s jurisdiction of incorporation, organization or formation.

(v)

The Administrative Agent and the Lenders shall have received a certificate from a Financial Officer of Holdings, substantially in the

form of Exhibit L, certifying as to the solvency of Holdings and its Restricted Subsidiaries as of the Closing Date on a consolidated

basis after giving effect to the Transactions.

(vi)

The Transactions shall have been consummated or satisfactory arrangements shall have been implemented providing that on the Closing Date,

the Transactions shall be consummated, in accordance with applicable law and the Distribution Agreement and, in all material respects,

consistent with the information set forth in the Form 10.

(vii)

The Lenders shall have received a copy of each material Spin-Off Document and each other Spin-Off Document requested by the Administrative

Agent, each executed by all parties thereto and certified by a Financial Officer or legal officer of Holdings as being complete and correct.

The terms of each Spin-Off Document shall be consistent in all material respects with the information set forth in the Form 10, which

shall not have been amended in a manner that is materially adverse to the Lenders.

(viii)

The Senior Notes shall have been issued by the Senior Notes Escrow Issuer on or prior to the Closing Date, and the obligations of the

Senior Notes Escrow Issuer in respect of the Senior Notes shall have been assumed by the Borrower in connection with the merger of the

Senior Notes Escrow Issuer with and into the Borrower substantially concurrently with the initial funding of Loans on the Closing Date.

119

(ix)

The Borrower shall have delivered to the Administrative Agent the notice required by ‎Section 2.03.

(x)

The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to

the extent invoiced at least three Business Days prior to the Closing Date (or such shorter period agreed by the Borrower in its sole

discretion), reimbursement or payment of all reasonable, documented and invoiced out-of-pocket expenses (including fees, charges and

disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder, under any other Loan Document or under any other

agreement entered into by any of the Arrangers, the Administrative Agent and the Lenders, on the one hand, and any of the Loan Parties,

on the other hand; provided that such amounts may be offset against the proceeds of the Initial Term Loans.

The

Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder

shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to ‎Section 9.02) at or

prior to 11:59 p.m., New York City time, on the Closing Date.

Section

4.02 Conditions

to Each Credit Event.

or after the Closing Date, the obligations of the Lenders to make Loans on the occasion of any Borrowing, and of the Issuing Banks to

issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction

of the following conditions:

(a)

The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects

(or, in the case of representations and warranties qualified as to materiality or Material Adverse Effect, in all respects) on and as

of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except

in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty

shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date.

(b)

At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter

of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.

(c)

The Borrower shall have delivered to the Administrative Agent a request for Borrowing that complies with the requirements set forth in

‎Section 2.03.

Each

Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for

purposes of this ‎Section 4.02) (other than a Borrowing under any Incremental Facility the proceeds of which are used to finance

a Limited Condition Transaction), and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute

a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b)

of this ‎Section 4.02).

120

Notwithstanding

anything herein or in any Loan Document to the contrary, the conditions set forth in this ‎Section 4.02 shall not apply to

any Incremental Extension of Credit and shall be subject to the provisions of ‎Section 1.06 with respect to any Borrowing

in connection with the consummation of a Limited Condition Transaction.

Article

Affirmative

Covenants

From

and including the Effective Date and until the Commitments shall have expired or been terminated and the principal of and interest on

each Loan and all fees, expenses and other amounts (other than contingent amounts not yet due) payable under this Agreement or any other

Loan Document shall have been paid in full and all Letters of Credit (other than those collateralized or back-stopped on terms reasonably

satisfactory to the applicable Issuing Bank) shall have expired or been terminated and all LC Disbursements shall have been reimbursed,

Holdings covenants and agrees, and Holdings shall (except in the case of Sections ‎5.01 and ‎5.03) cause the Borrower

to covenant and agree, in each case with the Lenders that:

Section

5.01 Financial

Statements and Other Information. In the case of Holdings, Holdings will furnish to the Administrative Agent, which shall furnish

to each Lender, the following:

(a)

within 90 days after the end of each fiscal year of Holdings ending after the Effective Date (or such later date as Form 10-K of Holdings

is required to be filed with the SEC taking into account any extension granted by the SEC or pursuant to rules and regulations promulgated

by the SEC, provided that Holdings gives the Administrative Agent notice of any such extension), its audited consolidated balance

sheet and audited consolidated statements of operations, shareholders’ equity and cash flows as of the end of and for such fiscal

year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, prepared in

accordance with generally accepted auditing standards and reported on by an independent public accountants of recognized national standing

(without a “going concern” or like qualification, exception or statement and without any qualification or exception

as to the scope of such audit, but may contain a “going concern” or like qualification that is due to (x) an upcoming

maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (y) any potential inability to

satisfy a financial maintenance covenant on a future date or in any future period) to the effect that such financial statements present

fairly in all material respects the financial condition, results of operations and cash flow of Holdings and its Subsidiaries on a consolidated

basis as of the end of and for such fiscal year and accompanied by a narrative report describing the financial position, results of operations

and cash flow of Holdings and its consolidated Subsidiaries; provided that, prior to the Closing Date, the Loan Parties will be

deemed to be in compliance with the requirements set forth in this ‎Section 5.01(a) by virtue of the filing of the Form 10 containing

all the information, audit reports and exhibits required for such report;

121

(b)

within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Holdings ending after the Effective Date

(or such later date as Form 10-Q of Holdings is required to be filed with the SEC or pursuant to rules and regulations promulgated by

the SEC taking into account any extension granted by the SEC, provided that Holdings gives the Administrative Agent notice of

any such extension; provided, however, that the absence of any requirement of the SEC or under any rules or regulations promulgated

by the SEC to furnish a Form 10-Q shall not relieve Holdings of the obligation to furnish to the Administrative Agent the unaudited financial

statements required under this ‎Section 5.01(b)), its unaudited consolidated balance sheet and unaudited consolidated statements

of operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth

in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of

the end of) the previous fiscal year, all certified by a Financial Officer of Holdings as presenting fairly in all material respects

the financial condition, results of operations and cash flows of Holdings and its Subsidiaries on a consolidated basis as of the end

of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP consistently applied, subject to normal year-end

audit adjustments and the absence of footnotes, and accompanied by a narrative report describing the financial position, results of operations

and cash flow of Holdings and its consolidated Subsidiaries; provided that, prior to the Closing Date, the Loan Parties will be

deemed to be in compliance with the requirements set forth in this ‎Section 5.01(b) by virtue of the filing of the Form 10

containing all the information and exhibits required for such report.

(c)

concurrently with each delivery of financial statements under clause (a) or (b) above (or otherwise within five (5) Business Days thereof),

a certificate of a Financial Officer of Holdings (i) certifying as to whether a Default has occurred and is continuing and, if a Default

has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii)

beginning with the delivery for the initial fiscal quarter or fiscal year ending, as applicable, after the Closing Date, setting forth

reasonably detailed calculations (A) demonstrating compliance with the covenants contained in Sections ‎6.12 and ‎6.13

and (B) in the case of financial statements delivered under clause (a) above and, solely to the extent the Borrower would be required

to prepay the Term Loans pursuant to ‎Section 2.11(d), beginning with the financial statements for first full fiscal year

of Holdings ending after the Closing Date, of Excess Cash Flow and (iii) at any time when there is any Unrestricted Subsidiary, including

as an attachment with respect to each such financial statement, an Unrestricted Subsidiary Reconciliation Statement (except to the extent

that the information required thereby is separately provided with the public filing of such financial statement);

(d)

within 90 days after the end of each fiscal year of Holdings ending after the Closing Date (or such longer period as permitted under

‎Section 5.01(a)), a detailed consolidated budget for the current fiscal year (including a projected consolidated balance

sheet and consolidated statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth

the assumptions used for purposes of preparing such budget);

(e)

[reserved];

122

(f)

promptly after the same becomes publicly available, copies of all periodic and other reports, proxy statements and other materials filed

by Holdings, the Borrower or any Restricted Subsidiary with the SEC or with any national securities exchange, or distributed by Holdings

to the holders of its Equity Interests generally, as applicable; and

(g)

promptly following any request therefor, but subject to the limitations set forth in the proviso to the last sentence of ‎Section

5.09 and ‎Section 9.12, such other information regarding the operations, business affairs, assets, liabilities (including

contingent liabilities) and financial condition of Holdings, the Borrower or any Restricted Subsidiary, or compliance with the terms

of this Agreement or any other Loan Document, as the Administrative Agent, any Issuing Bank or any Lender may reasonably request; provided

that none of Holdings, the Borrower or any Restricted Subsidiary will be required to provide any information (i) that constitutes non-financial

trade secrets or non-financial proprietary information of Holdings, the Borrower or any Restricted Subsidiary or any of their respective

customers and suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives)

is prohibited by applicable Requirements of Law or (iii) the revelation of which would violate any confidentiality obligations owed to

any third party by Holdings, the Borrower or any Restricted Subsidiary (not created in contemplation thereof); provided, further,

that if any information is withheld pursuant to clause (i), (ii), or (iii) above, Holdings, the Borrower or any Restricted Subsidiary

shall promptly notify the Administrative Agent of such withholding of information and the basis therefor.

(h)

The Lenders shall have received a copy of each material Spin-Off Document and each other Spin-Off Document requested by the Administrative

Agent, each executed by all parties thereto. The terms of each Spin-Off Document shall be consistent in all material respects with the

information set forth in the Form 10, which shall not have been amended in a manner that is materially adverse to the Lenders.

Information

required to be furnished pursuant to clause (a), (b), (f) or (g) of this Section shall be deemed to have been furnished if such information,

or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on the Platform

or shall be available on the website of the SEC at http://www.sec.gov. Information required to be furnished pursuant to this Section

may also be furnished by electronic communications pursuant to procedures approved by the Administrative Agent.

Section

5.02 Notices

of Material Events. Holdings and the Borrower will furnish to the Administrative Agent, which shall furnish to each Issuing Bank

and each Lender, prompt written notice of the following:

(a)

the occurrence of any Default;

(b)

to the extent permitted by the Requirements of Law, the filing or commencement of any action, suit or proceeding by or before any arbitrator

or Governmental Authority against or, to the knowledge of a Financial Officer or another executive officer of Holdings, the Borrower

or any Restricted Subsidiary, affecting Holdings, the Borrower or any Restricted Subsidiary, that in each case would reasonably be expected

to result in a Material Adverse Effect; and

123

(c)

the occurrence of any Environmental Liability or ERISA Event that has resulted, or would reasonably be expected to result, in a Material

Adverse Effect.

Each

notice delivered under this Section shall be accompanied by a written statement of a Financial Officer or other executive officer of

Holdings or the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed

to be taken with respect thereto.

Section

5.03 Information

Regarding Collateral. Holdings will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s

legal name, as set forth in such Loan Party’s organizational documents, (ii) in the jurisdiction of incorporation or organization

of any Loan Party, (iii) in the form of organization of any Loan Party or (iv) in any Loan Party’s organizational identification

number, if any, or, with respect to a Loan Party organized under the laws of a jurisdiction that requires such information to be set

forth on the face of a Uniform Commercial Code financing statement (or the equivalent thereof in each applicable jurisdiction), the Federal

Taxpayer Identification Number of such Loan Party.

Section

5.04 Existence;

Conduct of Business. Each of Holdings and the Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to

be done all things necessary to maintain, preserve, protect, enforce, renew and keep in full force and effect its legal existence and

the rights, licenses, permits, privileges and franchises and IP Rights in each case to the extent necessary for the conduct of its business;

provided that the foregoing shall not prohibit (i) any merger, consolidation, liquidation or dissolution permitted under ‎Section

6.03 or (ii) Holdings, the Borrower and each Restricted Subsidiary from allowing registered or applied-for IP Rights to lapse, expire,

become abandoned or otherwise terminate in the Ordinary Course of Business or where, in its reasonable business judgment, the lapse,

expiration, abandonment or termination would not materially interfere with the business of Holdings, the Borrower or any Restricted Subsidiary,

as applicable.

Section

5.05 Payment

of Taxes. Each of Holdings and the Borrower will, and will cause each of its Restricted Subsidiaries to, pay its Tax liabilities

before the same shall become delinquent or in default, except where (a) (i) the validity or amount thereof is being contested in good

faith by appropriate proceedings and (ii) Holdings, the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves

with respect thereto in accordance with GAAP or (b) the failure to make payment would not reasonably be expected to result in a Material

Adverse Effect.

Section

5.06 Maintenance

of Properties. Except if failure to do so would not reasonably be expected to have a Material Adverse Effect, each of Holdings and

the Borrower will, and will cause each of its Restricted Subsidiaries to, keep and maintain all property necessary for the conduct of

its business in good working order and condition, ordinary wear and tear excepted and casualty and condemnation excepted.

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Section

5.07 Insurance.

Holdings will, and will cause each of its Restricted Subsidiaries to, maintain, with financially sound and reputable insurance companies,

insurance in such amounts (with no greater risk retention) (or, in accordance with applicable laws and good business practices, self-insurance),

in each case against such risks as are consistent with the past practices of the Loan Parties or otherwise as is customarily maintained

by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. The Borrower

shall take commercially reasonable efforts cause the main property and liability policies maintained by or on behalf of the Borrower

to (a) name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder and (b) contain a loss payable

clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties, as the loss payee thereunder. With respect

to each Mortgaged Property that is located in an area determined by the Federal Emergency Management Agency to have special flood hazards,

the applicable Loan Party has obtained, and will maintain, with financially sound and reputable insurance companies, such flood insurance

as is required under applicable law, including Regulation H of the Board of Governors. Holdings will furnish to the Lenders, upon reasonable

request of the Administrative Agent, information in reasonable detail as to the insurance so maintained; provided that no Loan

Party shall be required to deliver original copies of any insurance policies.

Section

5.08 [Reserved].

Section

5.09 Books

and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each of its Restricted Subsidiaries

to, keep proper books of record and accounts in which full, true and correct entries in conformity with GAAP and all Requirements of

Law are made of all dealings and transactions in relation to its business and activities. Each of Holdings and the Borrower will, and

will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon

reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss

its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during regular office

hours but no more often than one (1) time during any calendar year absent the existence of an Event of Default; provided that

excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of

the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this ‎Section 5.09;

provided, further that none of Holdings, the Borrower or any Restricted Subsidiary will be required to disclose, permit

the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes

non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent

or any Lender (or their respective representatives or contractors) is prohibited by Requirement of Law or any binding agreement (not

created in contemplation thereof) or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Section

5.10 Compliance

with Laws. Each of Holdings and the Borrower will, and will take reasonable action to cause each of its Restricted Subsidiaries to,

comply with all Requirements of Law (including ERISA, Environmental Laws and the USA PATRIOT Act) with respect to it or its property,

except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse

Effect.

125

Section

5.11 Use

of Proceeds; Letters of Credit. (a) The proceeds of the Initial Term Loans, together with cash on hand, will be used solely for (i)

the payment of fees and expenses payable in connection with the Transactions and (ii) to fund the Closing Date Distribution and (iii)

for other general corporate purposes. On and after the Closing Date, the proceeds of the Revolving Loans, as well as the proceeds of

any Incremental Extension of Credit (unless otherwise provided in the applicable Incremental Facility Amendment) will be used for working

capital and other general corporate purposes, including acquisitions permitted by this Agreement, of Holdings, the Borrower and the Restricted

Subsidiaries. No part of the proceeds of any Loan will be used in violation of the representation set forth in ‎Section 3.10.

Letters of Credit will be used by Holdings, the Borrower and the Restricted Subsidiaries for working capital and other general corporate

purposes.

(b)

The Borrower will not request any Borrowing or any Letter of Credit, and each of Holdings and the Borrower shall not use, and shall procure

that its Subsidiaries and its or their respective directors, officers and employees shall not directly or indirectly use, the proceeds

of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay or authorization of the payment or giving

of money, or anything else of value, to any Person in material violation of any Anti-Corruption Laws by Holdings, the Borrower or any

of their respective Subsidiaries, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of

or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions,

or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Section

5.12 Additional

Subsidiaries. (a) If any additional Subsidiary (other than any Excluded Subsidiary) is formed or acquired or if any Subsidiary becomes

a Designated Subsidiary, in each case after the Closing Date, Holdings will, as promptly as practicable and, in any event, within 90

days (or such longer period as the Administrative Agent, acting reasonably, may agree to in writing (including electronic mail)) after

such Subsidiary is formed or acquired or becomes a Designated Subsidiary, notify the Administrative Agent thereof and, to the extent

applicable, cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (and any Material Real Property

owned by such Subsidiary) and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any

Loan Party and such other documents, certificates and opinions consistent with those previously delivered pursuant to this Agreement

that the Administrative Agent may reasonably request with respect to such Subsidiary.

(b)

Holdings may designate by writing to the Administrative Agent any wholly owned Restricted Subsidiary that is otherwise an Excluded Subsidiary

as a Designated Subsidiary (each such Restricted Subsidiary, a “Designated Subsidiary”); provided that, in

the case of any Foreign Subsidiary, such designation shall be subject to the satisfaction of the requirements of any applicable “know

your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act.

Notwithstanding

anything set forth herein or in any other Loan Document to the contrary, prior to the Closing Date, (i) no Person, other than the Borrower

and Holdings, shall be required to guarantee the Obligations, (ii) the Borrower shall not be required to provide a pledge of any Equity

Interests of any Subsidiary of the Borrower and (iii) the Obligations shall not be required to be secured by any Lien on any assets of

any Person other than the Borrower and Holdings.

126

Section

5.13 Further

Assurances. (a) Each of Holdings and the Borrower will, and will cause each of its Subsidiaries that is a Loan Party to, execute

any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing

and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents, and the recording of instruments

in the United States Patent and Trademark Office and the United States Copyright Office), that may be required under any applicable law,

or that the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to

be and remain satisfied and are necessary in the applicable jurisdiction in order for Liens in the Collateral to remain perfected, all

at the expense of the Loan Parties. Notwithstanding anything contained in this Agreement, no Mortgage shall be executed and delivered

to the Administrative Agent with respect to any real property located in an area identified by the Federal Emergency Management Agency

(or any successor agency) as a “special flood hazard area” with respect to which flood insurance has been made available

under Flood Insurance Laws unless and until each Lender has received, at least 30 calendar days prior to such execution and delivery,

a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about

special flood hazard area status and flood disaster assistance duly executed by the Borrower and each applicable mortgagor relating thereto)

(provided, that in no event shall the Borrower be required to deliver more than one flood determination to the Lenders as a whole)

and each such lender has confirmed to the Administrative Agent that flood insurance due diligence and flood insurance compliance has

been completed to its reasonable satisfaction (such written confirmation not to be unreasonably withheld or delayed); provided however

that the time period for execution and delivery of any such Mortgage (and any related documents pursuant to the Collateral and Guarantee

Requirement) by the applicable Loan Party shall, to the extent necessary, be automatically extended to the date on which the Administrative

Agent is permitted under this ‎Section 5.13 to enter into such Mortgage.

(b)

If any material assets (other than Excluded Property) including any Material Real Property, or any IP Rights (other than Excluded Property)

are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the applicable Security Document

that become subject to the Lien created by such Security Document upon acquisition thereof), Holdings will notify the Administrative

Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, Holdings will cause such assets

to be subjected to a Lien securing the Obligations and will, subject to the Collateral and Guarantee Requirement, take, and cause the

Loan Parties to take, such actions as shall be necessary to grant and perfect such Liens, including actions described in paragraph (a)

of this Section, and otherwise cause the Collateral and Guarantee Requirement to be satisfied, all at the expense of the Loan Parties.

Section

5.14 Credit

Ratings. Each of Holdings and the Borrower will use reasonable efforts to cause the credit facilities made available under this Agreement

to be continuously rated by S&P and Moody’s (but not any particular rating). Holdings will use commercially reasonable efforts

to maintain a corporate rating (but not any particular rating) from S&P and a corporate family rating (but not any particular rating)

from Moody’s, in each case in respect of Holdings.

Section

5.15 Post-Effective

Date and Post-Closing Date Matters. As promptly as practicable, and in any event within the time period specified in Schedule 5.15

(or such longer period as the Administrative Agent, acting reasonably, may agree to in writing), after the Effective Date, Holdings and

the Borrower shall deliver, or cause to be delivered, the items specified in Schedule 5.15 hereof or complete such undertakings described

on Schedule 5.15 hereof, if any, on or before the dates specified with respect to such items, or such later dates as may be agreed to

by, or as may be waived by, the Administrative Agent in its reasonable discretion.

127

Section

5.16 Transactions

with Affiliates. Holdings and the Borrower will, and will cause each of their Restricted Subsidiaries to, sell, lease or otherwise

transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving

aggregate consideration in excess of $25,000,000 with, any of its Affiliates, at prices and on terms and conditions not less favorable

to Holdings, the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties,

except that the foregoing restrictions shall not apply to: (i) transactions between or among the Loan Parties not involving any other

Affiliate, (ii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other

Restricted Payments permitted under ‎Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted

under ‎Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under ‎Section

6.03 to the extent such transaction is between Holdings, the Borrower and one or more Restricted Subsidiaries or between two or more

Restricted Subsidiaries and ‎Section 6.05 (to the extent such transaction is not required to be for fair value thereunder),

(iii) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings,

the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the

benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the Ordinary Course

of Business, (iv) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the

funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors, (v) employment

and severance arrangements entered into in the Ordinary Course of Business between Holdings, the Borrower or any Restricted Subsidiary

and any employee thereof and approved by the Borrower’s or Holdings’ board of directors, (v) payments made to other Restricted

Subsidiaries arising from or in connection with any customary tax consolidation and grouping arrangements and (vii) transactions entered

into in connection with the Transactions, including, without limitation, the entry into and performance of obligations under the Spin-Off

Documents.

Section

5.17 Designation

of Subsidiaries. Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary

as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall

have occurred and be continuing or would result from such designation, (b) immediately after giving effect to such designation, the Consolidated

Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of Holdings for which

consolidated financial statements have most recently been, or were required to be, delivered to the Administrative Agent pursuant to

‎Section 5.01(a) or ‎Section 5.01(b), is less than the applicable maximum Consolidated Total Leverage Ratio permitted

at the time of such designation pursuant to ‎Section 6.13, and the Borrower shall have delivered to the Administrative Agent

a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b), (c)

no Subsidiary may be designated as an Unrestricted Subsidiary if it is (i) a “restricted subsidiary” or a “guarantor”

(or any similar designation) for the Senior Notes (other than, prior to the Closing Date, the Senior Notes Escrow Issuer) or any Material

Indebtedness that is subordinated in right of payment to the Obligations, (ii) any Subsidiary that holds, directly or indirectly, any

Equity Interests in the Borrower or (iii) the Borrower, and (d) no Subsidiary that owns (or is the exclusive licensee of) any Material

Intellectual Property, or that owns the Equity Interests of any Subsidiary that owns any Material Intellectual Property, may be designated

as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the

parent company of such Subsidiary therein under ‎Section 6.04(u) at the date of designation in an amount equal to the fair

market value of such parent company’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary

shall constitute (i) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an

Investment by such Subsidiary in any Investments of such Subsidiary, in each case existing at such time, and (ii) a return on any Investment

in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation

of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

128

Notwithstanding

anything to the contrary contained herein, in no event shall any Unrestricted Subsidiary (x) own or exclusively license any Material

Intellectual Property, or (y) own any Equity Interests of any Subsidiary of the Borrower that owns any Material Intellectual Property.

Article

Negative

Covenants

Until

the Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other

amounts (other than contingent amounts not yet due) payable under this Agreement or any other Loan Document have been paid in full, and

all Letters of Credit (other than those collateralized or back-stopped on terms reasonably satisfactory to the applicable Issuing Bank)

have expired or been terminated and all LC Disbursements shall have been reimbursed:

Section

6.01 Indebtedness;

Certain Equity Securities. (a) Neither Holdings nor the Borrower will, nor will Holdings or the Borrower permit any of the Restricted

Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except:

(i)

Indebtedness created hereunder and under the other Loan Documents (including any Indebtedness incurred pursuant to ‎Section 2.21

or ‎Section 2.23);

(ii)

(A) the Senior Notes and (B) Refinancing Indebtedness in respect of the Senior Notes (it being understood and agreed that, for purposes

of this Section, any Indebtedness that is incurred for the purpose of repurchasing or redeeming any Senior Notes (or any Refinancing

Indebtedness in respect thereof) shall, if otherwise meeting the requirements set forth in the definition of the term “Refinancing

Indebtedness”, be deemed to be Refinancing Indebtedness in respect of the Senior Notes (or such Refinancing Indebtedness),

and shall be permitted to be incurred and be in existence pursuant to this ‎Section 6.01(a) notwithstanding that the proceeds

of such Refinancing Indebtedness shall not be applied to make such repurchase or redemption of the Senior Notes (or such Refinancing

Indebtedness) immediately upon the incurrence thereof, if the proceeds of such Refinancing Indebtedness are applied to make such repurchase

or redemption no later than 90 days following the date of the incurrence thereof;

129

(iii)

Indebtedness (and Guarantees thereof) (A) existing on the Effective Date and, to the extent having a principal amount in excess of $5,000,000

individually, set forth in Schedule 6.01 (except for intercompany Indebtedness, which is not required to be set forth on such Schedule),

(B) of the Closing Date Loan Parties and their Restricted Subsidiaries as of the Effective Date and permitted pursuant to the Existing

RemainCo Credit Agreement as in effect on the Effective Date and, to the extent having a principal amount in excess of $5,000,000 individually,

set forth in Schedule 6.01 (except for intercompany Indebtedness, which is not required to be set forth on such Schedule) and (C) existing

on the Closing Date (including any intercompany Indebtedness) and arising out of, or in connection with, the Transactions and, to the

extent having a principal amount in excess of $5,000,000 individually, set forth in Schedule 6.01 (except for intercompany Indebtedness,

which is not required to be set forth on such Schedule), and, in each case of clauses (A) through (C), any Refinancing Indebtedness thereof;

(iv)

Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to Holdings, the Borrower or any other Restricted

Subsidiary so long as (A) such Indebtedness of any Subsidiary that is not a Loan Party to Holdings, the Borrower or any other Loan Party

shall be permitted under ‎Section 6.04(f) and (B) such Indebtedness of the Borrower or any other Loan Party owing to any Restricted

Subsidiary that is not a Loan Party having a principal amount in excess of $20,000,000 individually shall be subordinated in right of

payment to the Obligations on the terms set forth in the Global Intercompany Note (or any other agreement with substantially similar

terms of subordination reasonably satisfactory to the Administrative Agent) no later than the later of (x) the 60th day following

the date on which such obligor becomes a Loan Party and (y) the 60th day after the making of such loans and advances;

(v)

Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of Holdings,

the Borrower or any other Restricted Subsidiary (other than Indebtedness incurred pursuant to clause (a)(iii) or (a)(vii) of this ‎Section

6.01); provided that (A) the Indebtedness so Guaranteed is permitted by this Section, (B) Guarantees by the Borrower or any

other Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to ‎Section 6.04, (C) Guarantees

permitted under this clause (v) shall be subordinated to the Obligations of the applicable Restricted Subsidiary to the same extent and

on the same terms as the Indebtedness so Guaranteed is subordinated to the Obligations (if such Indebtedness is subordinated to the Obligations)

and (D) none of the Senior Notes shall be Guaranteed by any Subsidiary unless such Subsidiary is a Loan Party;

(vi)

(A) Indebtedness of any member of the Restricted Group incurred to finance the acquisition, construction, repair, replacement or improvement

of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed by any member of the Restricted Group

in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided

that such Indebtedness is incurred prior to or within 270 days after such acquisition or the completion of such construction, repair,

replacement or improvement, and (B) Refinancing Indebtedness in respect of Indebtedness incurred or assumed pursuant to clause (A) above;

provided further that at the time of incurrence thereof, the aggregate principal amount of Indebtedness permitted by this clause

(vi), together with any sale and leaseback transaction incurred pursuant to ‎Section 6.06, outstanding under this clause (vi)

at any time shall not exceed the greater of (x) $60,000,000 and (y) 25% of LTM Consolidated EBITDA.

130

(vii)

(A) Indebtedness of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is

merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the Closing Date, or Indebtedness

of any Person that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary

in an acquisition permitted by ‎Section 6.04; provided that such Indebtedness exists at the time such Person becomes

a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection

with such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired, (B) Indebtedness of

the Borrower or any Restricted Subsidiary incurred in connection with a Permitted Acquisition or other similar Investment permitted hereunder

in an amount not to exceed the greater of (x) $140,000,000 and (y) 50% of LTM Consolidated EBITDA, and (C) Refinancing Indebtedness in

respect of Indebtedness incurred or assumed, as applicable, pursuant to clauses (A) and (B) above;

(viii)

other Indebtedness in an aggregate principal amount outstanding under this clause (viii) at any time not exceeding, the greater of (x)

$150,000,000 and (y) 55% of LTM Consolidated EBITDA,

(ix)

Indebtedness incurred pursuant to Permitted Receivables Facilities; provided that the Indebtedness outstanding in reliance on

this clause (ix) shall not exceed, at the time of incurrence thereof, the greater of (x) $100,000,000 and (y) 37.5% of LTM Consolidated

EBITDA in the aggregate;

(x)

Indebtedness and obligations in respect of self-insurance and obligations in respect of bids, tenders, trade contracts (other than for

payment of Indebtedness), leases (other than Capital Lease Obligations), public or statutory obligations, surety, stay, customs and appeal

bonds, performance bonds and other obligations of a like nature and similar obligations or obligations in respect of letters of credit,

bank guarantees or similar instruments related thereto, in each case provided in the Ordinary Course of Business;

(xi)

Indebtedness in respect of Hedging Agreements permitted by ‎Section 6.07 (including any Back to Back Arrangements);

(xii)

Indebtedness in respect of any overdraft facilities, employee credit card programs, netting services, automated clearinghouse arrangements

and other cash management and similar arrangements in the Ordinary Course of Business;

(xiii)

Indebtedness in the form of deferred compensation (including indemnification obligations, obligations in respect of purchase price adjustments,

earnouts, non-competition agreements and other contingent arrangements) or other arrangements representing acquisition consideration

or deferred payments of a similar nature incurred in connection with any acquisition or other investment permitted under this Agreement;

131

(xiv)

Refinancing Term Loan Indebtedness or Indebtedness in respect of any Refinancing Revolving Commitments, in each case incurred pursuant

to ‎Section 2.23; provided that, in the case of any Refinancing Term Loan Indebtedness, the Net Proceeds thereof are

used to make the prepayments required under clause (a)(iii) of ‎Section 2.23;

(xv)

Alternative Incremental Facility Debt, provided that the (A) aggregate principal amount of such Alternative Incremental Facility

Debt shall not exceed the amount permitted under ‎Section 2.21 and (B) if any such Alternative Incremental Facility Debt (1)

is secured by Liens on the Collateral on a pari passu basis with the Liens securing the Obligations or (2) is secured by Liens

on the Collateral on a junior basis to the Liens securing the Obligations, such Alternative Incremental Facility Debt shall be subject

to an Acceptable Intercreditor Agreement;

(xvi)

Indebtedness representing deferred compensation to directors, officers, consultants or employees of Holdings, the Borrower and the Restricted

Subsidiaries incurred in the Ordinary Course of Business;

(xvii)

Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors, consultants and employees

or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings permitted

by ‎Section 6.08;

(xviii)

[reserved];

(xix)

Indebtedness of Restricted Subsidiaries that are not Loan Parties that are not secured by the Collateral; provided that at the

time such Indebtedness is incurred under this clause (xix) and after giving effect thereto, such incurrence shall not cause the Non-Guarantor

Debt Basket to be exceeded (without duplication of any Cash Management Financing Facilities); provided, further that any

such Indebtedness secured by a Letter of Credit issued hereunder in a principal amount not to exceed the face amount of such Indebtedness

shall not count toward the aggregate amount permitted under this ‎Section 6.01(a)(xix) (including the Non-Guarantor Debt Basket);

(xx)

other Indebtedness of Holdings or any of its Restricted Subsidiaries so long as (A) after giving effect thereto on a Pro Forma Basis

(1) in the case of Indebtedness that is secured by a Lien on the Collateral on a pari passu basis to the Liens securing the Obligations,

the Consolidated First Lien Leverage Ratio does not exceed (I) 1.75 to 1.00 or (II) if incurred in connection with a Permitted Acquisition,

the greater of (x) 1.75 to 1.00 and (y) the Consolidated First Lien Leverage Ratio immediately prior to such incurrence, (2) in the case

of Indebtedness secured by a Lien on the Collateral on a junior basis to the Liens securing the Obligations, the Consolidated Secured

Leverage Ratio does not exceed (I) 2.25 or (II) if incurred in connection with a Permitted Acquisition, the greater of (x) 2.25 and (y)

the Consolidated Secured Leverage Ratio immediately prior to such incurrence and (3) in the case of any Indebtedness that is unsecured,

the Consolidated Total Leverage Ratio does not exceed (I) 4.75 to 1.00 or (II) if incurred in connection with a Permitted Acquisition,

the greater of (x) 4.75 to 1.00 and (y) the Consolidated Total Leverage Ratio immediately prior to such incurrence, (B) the incurrence

of Indebtedness pursuant to this clause (xx) by a Restricted Subsidiary that is not a Loan Party shall not cause the Non-Guarantor Debt

Basket to be exceeded (after giving effect thereto on a Pro Forma Basis), (C) such Indebtedness shall not mature or, in the case of unsecured

Indebtedness and Indebtedness secured by a Lien on the Collateral that is junior to the Liens securing the Obligations, require any scheduled

amortization or require any scheduled amortization or require scheduled payments of principal or shall be subject to any mandatory redemption,

repurchase, repayment or sinking fund obligation, in each case, prior to the Latest Maturity Date as of such date, and shall have a weighted

average life to maturity not shorter than the longest remaining weighted average life to maturity of the Loans, (D) no Event of Default

shall exist or shall result therefrom (it being understood that if the proceeds of the relevant Indebtedness will be applied to finance

a Limited Condition Transaction and the Borrower has made an LCT Election, no Event of Default shall exist and be continuing as of the

LCT Test Date), (E) such Indebtedness has terms and conditions that in the good faith determination of the Borrower are no less favorable

to the Borrower (when taken as a whole) to the terms and conditions of the Loan Documents (when taken as a whole) and (F) if any such

Indebtedness (1) is secured by Liens on the Collateral on a pari passu basis with the Liens securing the Obligations or (2) is

secured by Liens on the Collateral on a junior basis to the Liens securing the Obligations, such Indebtedness shall be subject to an

Acceptable Intercreditor Agreement;

132

(xxi)

Indebtedness constituting obligations arising in respect of Cash Management Services;

(xxii)

Indebtedness constituting Secured Hedging Obligations;

(xxiii)

Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in

each case, in the Ordinary Course of Business;

(xxiv) Indebtedness constituting Secured Supply Chain Financing Obligations;

(xxv) Indebtedness incurred by a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange or the discounting

or factoring of receivables for credit management purposes, in each case incurred or undertaken in the Ordinary Course of Business on

arm’s length commercial terms on a non-recourse basis;

(xxvi)

Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’

acceptances or similar instruments issued or created in the Ordinary Course of Business or consistent with past practice, in each case,

in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance

or self-insurance or other reimbursement-type obligations regarding workers’ compensation claims;

(xxvii)

(x) Indebtedness in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or

services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection

with open accounts extended by suppliers on customary trade terms in the Ordinary Course of Business and not in connection with the borrowing

of money and (y) Indebtedness in respect of intercompany obligations of the Borrower or any Restricted Subsidiary in respect of accounts

payable incurred in connection with goods sold or services rendered in the Ordinary Course of Business and not in connection with the

borrowing of money;

(xxviii)

Indebtedness to a customer to finance the acquisition of any equipment necessary to perform services for such customer; provided

that the terms of such Indebtedness are consistent with those entered into with respect to similar Indebtedness prior to the Closing

Date, including that (x) the repayment of such Indebtedness is conditional upon such customer ordering a specific volume of goods and

(y) such Indebtedness does not bear interest or provide for scheduled amortization or maturity;

(xxix)

(x) tenant improvement loans and allowances in the Ordinary Course of Business and (y) to the extent constituting Indebtedness, guaranties

in the Ordinary Course of Business of the obligations of suppliers, customers, franchisees, lessors and licensees of the Borrower and

any Restricted Subsidiary;

(xxx) Indebtedness in respect of Additional Letter of Credit Facilities in an aggregate principal or face amount at any time outstanding not

to exceed the greater of (x) $40,000,000 and (y) 15% of LTM Consolidated EBITDA; and

(xxxi) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on

obligations described in clauses (i) through (xxx) above.

133

(b)

For purposes of determining compliance with this ‎Section 6.01, in the event that an item of Indebtedness at any time, whether

at the time of incurrence or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of

more than one of the categories of ‎Section 6.01(a), Holdings, the Borrower and the Restricted Subsidiaries shall, in their

sole discretion, divide, classify or reclassify, or at any later time divide, classify or reclassify, such item of Indebtedness solely

between and among such categories and in each case, that would be permitted to be incurred in reliance on the applicable exception as

of the date of such reclassification; provided that Indebtedness incurred hereunder shall only be classified as incurred under

‎Section 6.01(a)(i) and the Senior Notes shall only be classified as incurred under ‎Section 6.01(a)(ii)(A). Accrual

of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest

or dividends in the form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Equity Interests in

the form of additional shares of Disqualified Equity Interests of the same class, the accretion of liquidation preference and increases

in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to

be an incurrence of Indebtedness or Disqualified Equity Interests for purposes of this covenant. Guarantees of, or obligations in respect

of letters of credit relating to, Indebtedness that are otherwise included in the determination of a particular amount of Indebtedness

shall not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented

by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.

(c)

For purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness, the principal amount

of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date

such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (at the Borrower’s election), in

the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated

in a foreign currency, and such refinancing would cause the applicable dollar-denominated restriction to be exceeded if calculated at

the relevant currency exchange rate in effect on the date of such refinancing, such dollar-denominated restriction shall be deemed not

to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness

being refinanced (plus the aggregate amount of premiums (including reasonable tender premiums), defeasance costs and fees, discounts

and expenses in connection therewith).

Section

6.02 Liens.

(a) Neither Holdings nor the Borrower will, nor will Holdings or the Borrower permit any of the Restricted Subsidiaries to, create, incur,

assume or permit to exist any Lien on any asset now owned or hereafter acquired by it, except:

(i)

Liens created under the Loan Documents;

(ii)

Permitted Encumbrances;

(iii)

(A) any Lien on any asset of the Borrower or any Restricted Subsidiary existing on the Effective Date and, to the extent securing Indebtedness

or obligations having a principal amount in excess of $5,000,000 individually, as set forth in Schedule 6.02 (other than intercompany

Indebtedness or obligations, which such Liens are not required to be set forth on such Schedule); (B) any Lien on any asset of any Closing

Date Loan Party or any Restricted Subsidiary thereof existing on the Effective Date and permitted pursuant to the Existing RemainCo Credit

Agreement as in effect on the Effective Date and, to the extent securing Indebtedness or obligations having a principal amount in excess

of $5,000,000 individually, as set forth in Schedule 6.02 (other than intercompany Indebtedness or obligations, which such Liens are

not required to be set forth on such Schedule) and (C) any Lien existing on the Closing Date and arising out of, or in connection with

the Transactions and, to the extent securing Indebtedness or obligations having a principal amount in excess of $5,000,000 individually,

as set forth in Schedule 6.02 (other than intercompany Indebtedness or obligations, which such Liens are not required to be set forth

on such Schedule), provided that (1) any such Lien shall not apply to any other asset of the Borrower or any Restricted Subsidiary

(other than (x) assets financed by the same financing source in the Ordinary Course of Business and (y) after-acquired assets that are

affixed to or incorporated into such assets) and (2) any such Lien shall secure only those obligations that it secures on the Effective

Date or Closing Date, as applicable, and extensions, renewals, replacements and refinancings thereof so long as the principal amount

of such extensions, renewals, replacements and refinancings does not exceed the principal amount of the obligations being extended, renewed,

replaced or refinanced or, in the case of any such obligations constituting Indebtedness, that are permitted under ‎Section 6.01(a)(iii)

as Refinancing Indebtedness in respect thereof;

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(iv)

any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any asset

of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated

with or into a Restricted Subsidiary in a transaction permitted hereunder) after the Effective Date prior to the time such Person becomes

a Restricted Subsidiary (or is so merged or consolidated); provided that (A) such Lien is not created in contemplation of or in

connection with such acquisition or such Person becoming a Restricted Subsidiary (or such merger or consolidation), (B) such Lien shall

not apply to any other asset of Holdings, the Borrower or any Restricted Subsidiary (other than (x) assets financed by the same financing

source in the Ordinary Course of Business, (y) in the case of any such merger or consolidation, the assets of any special purpose merger

Subsidiary that is a party thereto and (z) after-acquired assets that that are affixed to or incorporated into such assets) and (C) such

Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Restricted

Subsidiary (or is so merged or consolidated) and extensions, renewals, replacements and refinancings thereof so long as the principal

amount of such extensions, renewals and replacements does not exceed the principal amount of the obligations being extended, renewed

or replaced or, in the case of any such obligations constituting Indebtedness, that are permitted under ‎Section 6.01(a)(vii)

as Refinancing Indebtedness in respect thereof;

(v)

Liens on fixed or capital assets acquired, constructed, repaired, replaced or improved (including any such assets made the subject of

a Capital Lease Obligation incurred) by the Borrower or any Restricted Subsidiary; provided that (A) such Liens secure Indebtedness

incurred to finance such acquisition, construction, repair, replacement or improvement and permitted by clause (vi)(A) of ‎Section

6.01(a) or any Refinancing Indebtedness in respect thereof permitted by clause (vi)(B) of ‎Section 6.01(a), (B) such Liens

and the Indebtedness secured thereby are incurred prior to or within 270 days after such acquisition or the completion of such construction,

repair, replacement or improvement (provided that this clause (B) shall not apply to any Refinancing Indebtedness permitted by

clause (vi)(B) of ‎Section 6.01(a) or any Lien securing such Refinancing Indebtedness), (C) the Indebtedness secured thereby

does not exceed the cost of acquiring, constructing, repairing, replacing or improving such fixed or capital asset and in any event,

the aggregate principal amount of such Indebtedness does not exceed the amount permitted under the second proviso of ‎Section

6.01(a)(vi) at any time outstanding and (D) such Liens shall not apply to any other property or assets of the Borrower or any Restricted

Subsidiary (except (x) assets financed by the same financing source in the Ordinary Course of Business and (y) after-acquired assets

that that are affixed to or incorporated into such assets);

(vi)

customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof in connection

with the sale or transfer of any Equity Interests or other assets in a transaction permitted under ‎Section 6.05;

135

(vii)

any encumbrance or restriction (including put and call arrangements, tag, drag, right of first refusal and similar rights) with respect

to Equity Interests of any (A) Restricted Subsidiary that is not a wholly owned Subsidiary or (B) joint venture or similar arrangement

pursuant to any joint venture or similar agreement;

(viii)

Liens on any cash advances or cash earnest money deposits, escrow arrangements or similar arrangements made by the Borrower or any Restricted

Subsidiary in connection with any letter of intent or purchase agreement for an acquisition or other transaction permitted hereunder;

(ix)

Liens on Collateral securing any Permitted Second Priority Refinancing Debt or Alternative Incremental Facility Debt; provided

that such Liens are subject to the terms of an Acceptable Intercreditor Agreement;

(x)

Liens granted by a Subsidiary that is not a Loan Party in respect of Indebtedness permitted to be incurred by such Subsidiary under ‎Section

6.01;

(xi)

Liens not otherwise permitted by this Section to the extent that the aggregate outstanding principal amount of the obligations secured

thereby outstanding under this clause (xi) at any time does not exceed the greater of (x) $150,000,000 and (y) 55% of LTM Consolidated

EBITDA;

(xii)

Liens securing Indebtedness incurred as secured Indebtedness under ‎Section 6.01(a)(xv) or ‎(xx);

(xiii)

[reserved];

(xiv)

[reserved];

(xv)

Liens on property or other assets of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted

Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under ‎Section 6.01(a);

(xvi)

Liens on the Collateral securing Secured Cash Management Obligations, Secured Hedging Obligations, Secured Supply Chain Financing Obligations

and Secured Additional Letter of Credit Facility Obligations;

(xvii)

Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is

permitted hereunder;

(xviii)

Liens on Equity Interests of any joint venture or Unrestricted Subsidiary (a) securing obligations of such joint venture or Unrestricted

Subsidiary or (b) pursuant to the relevant joint venture agreement or arrangement;

(xix)

Liens on cash, Permitted Investments or other marketable securities securing (A) letters of credit of any Loan Party that are cash collateralized

on the Closing Date in an amount of cash, Permitted Investments or other marketable securities with a fair market value of up to 105%

of the face amount of such letters of credit being secured or (B) letters of credit and other credit support obligations in the Ordinary

Course of Business;

136

(xx)

any Liens on cash or deposits granted in favor of any Issuing Bank to cash collateralize any Defaulting Lender’s participation

in Letters of Credit or other obligations in respect of Letters of Credit, in each case as contemplated by this Agreement; and

(xxi)

Liens in favor of the Trustee (as defined in the Senior Notes Escrow Agreement) and the Escrow Agent (as defined in the Senior Notes

Escrow Agreement) pursuant to the Senior Notes Escrow Agreement; provided that such Liens shall be terminated substantially concurrently

with the consummation of the Transactions occurring on the Closing Date;

provided

that the expansion of Liens by virtue of accretion or amortization of original issue discount, the payment of dividends in the form of

Indebtedness, and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies

will not be deemed to be an incurrence of Liens for purposes of this ‎Section 6.02. For purposes of determining compliance

with this ‎Section 6.02, (x) a Lien need not be incurred solely by reference to one category of Liens described in this ‎Section

6.02 but may be incurred under any combination of such categories (including in part under one such category and in part under any

other such category) and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories hereof,

Holdings, the Borrower and the Restricted Subsidiaries shall, in their sole discretion, classify or reclassify such Lien (or any portion

thereof) solely between and among such categories and, in each case, that would be permitted to be incurred in reliance on the applicable

exception as of the date of such reclassification.

Notwithstanding

the foregoing, neither Holdings nor the Borrower will permit any of their Subsidiaries that are not Loan Parties to suffer to exist any

Lien on any U.S. Intellectual Property of any of such Subsidiaries to secure Indebtedness for borrowed money unless such Lien in a Permitted

Encumbrance.

Section

6.03 Fundamental

Changes. (a) Neither Holdings nor the Borrower will, nor will they permit any of their Restricted Subsidiaries to, merge into or

consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, divide

or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (which, for the avoidance

of doubt, shall not restrict the change in organizational form), except that:

(i)

any Restricted Subsidiary may merge into or consolidate with (A) the Borrower so long as the Borrower shall be the continuing or surviving

Person (and continues to be organized under the laws of the same jurisdiction), (B) [reserved], (C) any other Restricted Subsidiary in

a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party,

either (x) the continuing or surviving entity is a Loan Party or (y) the acquisition of such Loan Party by such continuing or surviving

Person is otherwise permitted under 6.04; provided, that, after giving effect to any such activities under this ‎Section

6.03(a)(i), the Loan Parties are in compliance with the Collateral and Guarantee Requirement in Sections ‎5.12 and ‎5.13;

137

(ii)

the Senior Notes Escrow Issuer may merge with and into the Borrower, so long as the Borrower shall be the continuing or surviving Person

and continue to be organized under the laws of the same jurisdiction, and any Restricted Subsidiary may merge into or consolidate with

any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, divide or otherwise dispose

of all or substantially all of its properties and assets to any Person or group of Persons in connection with the Transactions;

(iii)

any Restricted Subsidiary that is not the Borrower may liquidate or dissolve if Holdings or the Borrower determines in good faith that

such liquidation or dissolution is in the best interests of the business of the Restricted Group and is not materially disadvantageous

to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary

immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by ‎Section 6.04;

(iv)

any Restricted Subsidiary may engage in a merger, consolidation, dissolution or liquidation, the purpose of which is to effect an Investment

permitted pursuant to ‎Section 6.04 or a disposition permitted pursuant to ‎Section 6.05;

(v)

so long as no Event of Default shall have occurred and be continuing, or would result therefrom, Holdings may merge or consolidate with

(or dispose of all or substantially all of its assets to) any other Person; provided that (A) Holdings shall be the continuing

or surviving Person or (B) if (x) the Person formed by or surviving any such merger or consolidation is not Holdings (y) Holdings is

not the Person into which Holdings has been liquidated or (z) in connection with a disposition of all or substantially all of Holdings’

assets, the Person that is the transferee of such assets is not Holdings (any such Person, a “Successor Holdings”),

(1) the Successor Holdings shall be an entity organized or existing under the laws of the United States or any other jurisdiction reasonably

consented to by the Administrative Agent, (2) the Successor Holdings shall expressly assume all the obligations of Holdings under this

Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement, amendment or restatement hereto or thereto

in form reasonably satisfactory to the Administrative Agent and (3) if reasonably requested by the Administrative Agent, the Borrower

shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger

or consolidation and such supplement, amendment or restatement to this Agreement or any Loan Document comply with this Agreement; provided,

further, that if the foregoing are satisfied, the Successor Holdings, will succeed to, and be substituted for, Holdings under

this Agreement and the original Holdings will be released; and

138

(vi)

so long as no Event of Default shall have occurred and be continuing, or would result therefrom, the Borrower may merge or consolidate

with (or Dispose of all or substantially all of its assets to) any other Person; provided that (A) the Borrower shall be the continuing

or surviving Person or (B) if (x) the Person formed by or surviving any such merger or consolidation is not the Borrower (y) the Borrower

is not the Person into which the Borrower has been liquidated or (z) in connection with a Disposition of all or substantially all of

the Borrower’s assets, the Person that is the transferee of such assets is not the Borrower (any such Person, a “Successor

Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States or any

other jurisdiction reasonably consented to by the Administrative Agent, (2) the Successor Borrower shall expressly assume all the obligations

of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement, amendment

or restatement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (3) if reasonably requested by the Administrative

Agent, the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating

that such merger or consolidation and such supplement, amendment or restatement to this Agreement or any Loan Document comply with this

Agreement; provided, further, that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted

for, the Borrower under this Agreement and the original Borrower will be released.

(b)

Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, will not engage to any material extent in any business other

than businesses of the type to be conducted by Holdings, the Borrower and the Restricted Subsidiaries as described in the Form 10 if

as a result thereof the business conducted by Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, would be substantially

different from the business conducted by Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, on the Closing Date;

provided that businesses reasonably related, incidental or ancillary thereto to the business conducted by the Borrower and the

Restricted Subsidiaries, taken as a whole, on the Closing Date or reasonable extensions thereof shall be permitted hereunder.

Section

6.04 Investments,

Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary

to, make any Investment, except:

(a)

Permitted Investments and cash;

(b)

investments constituting the purchase or other acquisition (in one transaction or a series of related transactions) of all or substantially

all of the property and assets or business of any Person or of assets constituting a business unit, a line of business or division of

such Person, or the Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary if, after giving

effect thereto on a Pro Forma Basis, the Borrower would be in compliance with ‎Section 6.12 and ‎Section 6.13;

provided that the aggregate amount of cash consideration paid in respect of such investments (including in the form of loans or

advances made to Restricted Subsidiaries that are not Loan Parties) by Loan Parties involving the acquisition of Restricted Subsidiaries

that do not become Loan Parties shall not, at the time such investment is made and after giving effect thereto, cause the Non-Guarantor

Investment Basket to be exceeded (provided, that to the extent such Restricted Subsidiaries do become Loan Parties, the aggregate

amount outstanding in reliance on this clause (b) shall be reduced by the amount initially utilized);

139

(c)

[reserved];

(d)

Investments (A) existing on the Effective Date and, to the extent having a principal amount in excess of $5,000,000 set forth on Schedule

6.04 individually (other than intercompany Investments, which such Investments are not required to be set forth on such Schedule), (B)

by any Closing Date Loan Party or any Restricted Subsidiary thereof existing on the Closing Date and permitted under the Existing RemainCo

Credit Agreement as in effect on the Effective Date and, to the extent having a principal amount in excess of $5,000,000 set forth on

Schedule 6.04 individually (other than intercompany Investments, which such Investments are not required to be set forth on such Schedule)

or (C) existing on the Closing Date and made in connection with the Transactions and, to the extent having a principal amount in excess

of $5,000,000 set forth on Schedule 6.04 individually (other than intercompany Investments, which such Investments are not required to

be set forth on such Schedule), and, in each case of clauses (A) through (C), any modification, replacement, renewal, reinvestment or

extension thereof;

(e)

Investments by Holdings in the Borrower and by Holdings, the Borrower and the Restricted Subsidiaries in Equity Interests of their respective

Restricted Subsidiaries; provided that (i) any such Equity Interests held by a Loan Party in any other Loan Party shall be pledged

to the extent required by the definition of the term “Collateral and Guarantee Requirement” and (ii) the making of

such Investment by any Loan Party in any Restricted Subsidiary that is not a Loan Party shall not, at the time such Investment is made

and after giving effect thereto, cause the Non-Guarantor Investment Basket to be exceeded, provided that if any such investment

under this subclause (ii) is made for the purpose of making an investment, loan or advance permitted under clause (u) of this Section,

the amount available under this clause (e) shall not be reduced by the amount of any such investment, loan or advance which reduces the

basket under clause (u) of this Section;

(f)

loans or advances made by Holdings or the Borrower to any Restricted Subsidiary and made by any Restricted Subsidiary to the Borrower

or any other Restricted Subsidiary; provided that (i) any such loans and advances made by a Loan Party to a Restricted Subsidiary

that is not a Loan Party having a principal amount in excess of $20,000,000 individually shall be evidenced, on and after the later of

(x) the 90th day following the Closing Date and (y) the 90th day after the making of such loans and advances, by

the Global Intercompany Note or other promissory notes reasonably acceptable to the Administrative Agent and (ii) the outstanding amount

of such loans and advances made by Loan Parties to Restricted Subsidiaries that are not Loan Parties at the time such loans or advances

are made, and after giving effect thereto, shall not cause the Non-Guarantor Investment Basket to be exceeded, provided that any

intercompany loans or advances made by any Loan Party to any Restricted Subsidiary that is not a Loan Party using the proceeds of intercompany

loans or advances received from Restricted Subsidiaries that are not Loan Parties no more than 120 days prior to making such intercompany

loan or advance shall not be taken into account in the calculation of any restriction or basket set forth in this subclause (ii) (including

the Non-Guarantor Investment Basket); provided further that if any such loan or advance under this subclause (ii) is made for

the purpose of making an investment, loan or advance permitted under clause (u) of this Section, the amount available under this clause

(f) shall not be reduced by the amount of any such investment, loan or advance which reduces the basket under clause (u) of this Section,

provided further that any loan or advance made by any Loan Party to a Restricted Subsidiary that is not a Loan Party, for the

purposes of calculating usage under this subclause (ii) and the Non-Guarantor Investment Basket, shall be reduced dollar-for-dollar by

any amounts owed by such Loan Party to such Restricted Subsidiary that is not a Loan Party;

140

(g)

Guarantees by Holdings, the Borrower or any Restricted Subsidiary in respect of Indebtedness permitted under ‎Section 6.01

and in respect of other obligations not otherwise contemplated by this ‎Section 6.04, in each case of Holdings, the Borrower

or any Restricted Subsidiary; provided that any such Guarantees of Indebtedness and such other obligations, in each case of Restricted

Subsidiaries that are not Loan Parties by any Loan Party (other than with respect to Cash Management Financing Facilities) shall not,

at the time any such Guarantee is provided and after giving effect thereto, cause the Non-Guarantor Investment Basket to be exceeded;

(h)

loans or advances to directors, officers, consultants or employees of Holdings, the Borrower or any Restricted Subsidiary made in the

Ordinary Course of Business of Holdings, the Borrower or such Restricted Subsidiary, as applicable, not exceeding $10,000,000 in the

aggregate outstanding at any time (determined without regard to any write-downs or write-offs of such loans or advances);

(i)

payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses

of Holdings, the Borrower or any Restricted Subsidiary for accounting purposes and that are made in the Ordinary Course of Business;

(j)

investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with,

customers and suppliers or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any

secured Investment, in each case in the Ordinary Course of Business;

(k)

investments in the form of Hedging Agreements permitted by ‎Section 6.07 (including any Back to Back Arrangements);

(l)

investments of any Person existing at the time such Person becomes a Restricted Subsidiary or consolidates or merges with the Borrower

or any Restricted Subsidiary so long as such investments were not made in contemplation of such Person becoming a Restricted Subsidiary

or of such consolidation or merger;

(m)

investments resulting from pledges or deposits described in clause (c) or (d) of the definition of the term “Permitted Encumbrance”;

(n)

investments made as a result of the receipt of noncash consideration from a sale, transfer, lease or other disposition of any asset in

compliance with ‎Section 6.05;

(o)

investments that result solely from the receipt by Holdings, the Borrower or any Restricted Subsidiary from any of its Subsidiaries of

a dividend or other Restricted Payment in the form of Equity Interests, evidences of Indebtedness or other securities (but not any additions

thereto made after the date of the receipt thereof);

141

(p)

receivables or other trade payables owing to the Borrower or a Restricted Subsidiary if created or acquired in the Ordinary Course of

Business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such

concessionary trade terms as the Borrower or any Restricted Subsidiary deems reasonable under the circumstances;

(q)

mergers and consolidations permitted under ‎Section 6.03 that do not involve any Person other than Holdings, the Borrower

and Restricted Subsidiaries that are wholly owned Restricted Subsidiaries;

(r)

Investments in the form of letters of credit, bank guarantees, performance bonds or similar instruments or other creditor support or

reimbursement obligations made in the Ordinary Course of Business by Holdings or the Borrower on behalf of any Restricted Subsidiary

and made by any Restricted Subsidiary on behalf of the Borrower or any other Restricted Subsidiary; provided that at the time

such letters of credit, bank guarantees, performance bonds or similar instruments or other creditor support or reimbursement obligations

are made by Loan Parties on behalf of Restricted Subsidiaries that are not Loan Parties pursuant to this clause (r), and after giving

effect thereto, such obligations shall not cause the Non-Guarantor Investment Basket to be exceeded;

(s)

Guarantees by Holdings, the Borrower or any Restricted Subsidiary of leases (other than Capitalized Leases) or of other obligations that

do not constitute Indebtedness, in each case entered into in the Ordinary Course of Business;

(t)

Investments, so long as, after giving effect thereto, the Consolidated Total Leverage Ratio does not exceed 2.75 to 1.00;

(u)

other Investments by the Borrower or any Restricted Subsidiary (and loans and advances by Holdings) in an aggregate amount, as valued

at cost at the time each such Investment is made and including all related commitments for future Investments (and the principal amount

of any Indebtedness that is assumed or otherwise incurred in connection with such Investment), outstanding under this clause (u) at any

time in an aggregate amount not exceeding the sum of (i) the greater of (x) $200,000,000 and (y) 75% of LTM Consolidated EBITDA plus

(ii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Available Amount at such

time in the aggregate for all such investments made or committed to be made from and after the Effective Date plus an amount equal to

any returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the

amount of such Investment valued at cost at the time such investment was made) plus (iii) the amount of Restricted Debt Payments that

could be made at such time under Section 6.08(b)(iii)(A) plus (iv) the amount of Restricted Payments that could be made at such

time under Section 6.08(a)(xii)(A); provided that amounts used pursuant to clauses (iii) and (iv) of this Section 6.04(u)

shall reduce the amount available under Section 6.08(b)(iii)(A) and Section 6.08(a)(xii)(A), respectively;

(v)

Investments consisting of (i) extensions of trade credit and accommodation guarantees in the Ordinary Course of Business and (ii) loans

and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause

(ii) at any time shall not exceed $10,000,000;

142

(w)

[Reserved].

(x)

Investments in the Ordinary Course of Business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit

and Uniform Commercial Code Article 4 customary trade arrangements with customers in the Ordinary Course of Business;

(y)

Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the Ordinary Course of Business and

(B) in the form of trade accounts created, or prepaid expenses accrued, in the Ordinary Course of Business;

(z)

non-cash Investments in connection with tax planning and reorganization activities; provided that, after giving effect to any

such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired;

(aa)

customary Investments in connection with Permitted Receivables Facilities;

(bb)

Investments in joint ventures and Unrestricted Subsidiaries; provided that at the time of any such Investment on a Pro Forma Basis,

the aggregate amount at any time outstanding of all such Investments made in reliance on this clause (bb) shall not exceed the greater

of (x) $55,000,000 and (y) 20% of LTM Consolidated EBITDA;

(cc)

Investments in the form of loans or advances made to distributors and suppliers in the Ordinary Course of Business; and

(dd)

to the extent they constitute Investments, guaranties in the Ordinary Course of Business of the obligations of suppliers, customers,

franchisees, lessors and licensees of the Borrower and any Restricted Subsidiary.

For

purposes of this ‎Section 6.04, if any Investment (or a portion thereof) would be permitted pursuant to one or more of the

provisions described above and/or one or more of the exceptions contained in this ‎Section 6.04, Holdings, the Borrower and

the Restricted Subsidiaries may divide and classify such Investment (or a portion thereof) in any manner that complies with this covenant

and may later divide and reclassify any such Investment so long as the Investment (as so divided and/or reclassified) would be permitted

to be made in reliance on the applicable exception as of the date of such reclassification.

143

Section

6.05 Asset

Sales. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, sell, transfer, lease or otherwise

dispose of any asset (other than assets sold, transferred, leased or otherwise disposed of in a single transaction or a series of related

transactions with a fair market value of $30,000,000 or less), including any Equity Interest owned by it, nor will Holdings or the Borrower

permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than issuing directors’

qualifying shares and other than issuing Equity Interests to the Borrower or another Restricted Subsidiary), except:

(a)

sales, transfers, leases and other dispositions of (i) inventory, (ii) used, obsolete, damaged, worn out or surplus equipment, (iii)

property no longer used or, in the reasonable business judgment of Holdings, the Borrower or a Restricted Subsidiary, no longer useful

in the conduct of the business of the Borrower or the Restricted Subsidiary (including Intellectual Property), (iv) immaterial assets

and (v) cash and Permitted Investments, in each case in the Ordinary Course of Business;

(b)

sales, transfers, leases and other dispositions to the Borrower or a Restricted Subsidiary; provided that any such sales, transfers,

leases or other dispositions involving a Restricted Subsidiary that is not a Loan Party shall, to the extent applicable, be made in compliance

with Sections ‎6.04 and ‎6.09;

(c)

sales, transfers and other dispositions or forgiveness of accounts receivable in connection with the compromise, settlement or collection

thereof not as part of any accounts receivables financing transaction (including sales to factors and other third parties);

(d)

(i) sales, transfers, leases and other dispositions of assets to the extent that such assets constitute an investment permitted by clause

(j), (l) or (n) of ‎Section 6.04 or another asset received as consideration for the disposition of any asset permitted by

this Section (in each case, other than Equity Interests in a Restricted Subsidiary, unless all Equity Interests in such Restricted Subsidiary

(other than directors’ qualifying shares) are sold) and (ii) sales, transfers, and other dispositions of the Equity Interests of

a Restricted Subsidiary by the Borrower or a Restricted Subsidiary to the extent such sale, transfer or other disposition would be permissible

as an Investment in a Restricted Subsidiary permitted by ‎Section 6.04(e) or ‎(u);

(e)

leases or subleases entered into in the Ordinary Course of Business, to the extent that they do not materially interfere with the business

of Holdings, the Borrower or any Restricted Subsidiary;

(f)

non-exclusive licenses or sublicenses of IP Rights granted in the Ordinary Course of Business or other licenses or sublicenses of IP

Rights granted in the Ordinary Course of Business that do not materially interfere with the business of Holdings, the Borrower or any

Restricted Subsidiary;

(g)

dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or

similar proceeding of, and transfers of property arising from foreclosure or similar action with regard to, any asset of Holdings, the

Borrower or any Restricted Subsidiary;

(h)

dispositions of assets to the extent that (i) such assets are exchanged for credit against the purchase price of similar replacement

assets or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement assets;

(i)

dispositions permitted by ‎Section 6.08;

(j)

dispositions set forth on Schedule 6.05;

144

(k)

sales, transfers, leases and other dispositions of assets that are not permitted by any other clause of this Section; provided

that no Event of Default has occurred and is continuing or would result therefrom;

(l)

sales, transfers or other dispositions of accounts receivable in connection with Permitted Receivables Facilities;

(m)

sales, transfers or other dispositions of any assets (including Equity Interests) (A) acquired in connection with any acquisition or

other investment permitted under ‎Section 6.04, which assets are not used or useful to the core or principal business of the

Borrower and the Restricted Subsidiaries and/or (B) made to obtain the approval of any applicable antitrust authority in connection with

an acquisition permitted under ‎Section 6.04;

(n)

sales, transfers or other dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell

arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and

(o)

sales, transfers or other dispositions, including pursuant to any sale and leaseback transactions permitted under ‎Section 6.06(b);

provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clauses (a)(iii),

(a)(iv) and (b)) for a purchase price in excess of $30,000,000 shall be made for fair value (as determined in good faith by the Borrower),

and at least 75% of the consideration from all sales, transfers, leases and other dispositions permitted hereby (other than those permitted

by clause (b), (d), (g) or (h)) since the Closing Date, on a cumulative basis, is in the form of cash or Permitted Investments; provided

further that (i) any consideration in the form of Permitted Investments that are disposed of for cash consideration within 30 Business

Days after such sale, transfer or other disposition shall be deemed to be cash consideration in an amount equal to the amount of such

cash consideration for purposes of this proviso, (ii) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s

most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities

that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the

applicable sale, transfer, lease or other disposition and for which the Borrower and all the Restricted Subsidiaries shall have been

validly released by all applicable creditors in writing shall be deemed to be cash consideration in an amount equal to the liabilities

so assumed and (iii) any Designated Non-Cash Consideration received by the Borrower or such Subsidiary in respect of such sale, transfer,

lease or other disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received

pursuant to this clause (iii) that is at that time outstanding, not in excess of the greater of (x) $50,000,000 and (y) 20% of LTM Consolidated

EBITDA at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash

Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash

consideration.

145

Section

6.06 Sale

and Leaseback Transactions. Neither the Borrower will, nor will Holdings, permit any Restricted Subsidiary to, enter into any arrangement,

directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now

owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the

same purpose or purposes as the property sold or transferred, except for:

(a)

any such sale of any fixed or capital assets by Holdings, the Borrower or any Restricted Subsidiary that is made for cash consideration

in an amount not less than the fair value of such fixed or capital asset and is consummated within 270 days after the Borrower or such

Restricted Subsidiary acquires or completes the construction of such fixed or capital asset;

(b)

sale and leaseback transactions consummated by Holdings, the Borrower or any Restricted Subsidiary in an aggregate amount not to exceed

the greater of (x) $105,000,000 and (y) 37% of LTM Consolidated EBITDA for all such sale and leaseback transactions, provided

that, each sale and leaseback transaction is (x) undertaken on arm’s length commercial terms and (y) no Event of Default has occurred

and is continuing or would result therefrom; provided that, in each case of clauses (a) and (b) above, if such sale and leaseback

results in a Capital Lease Obligation, such Capital Lease Obligation is permitted by ‎Section 6.01(a)(vi) and any Lien made

the subject of such Capital Lease Obligation is permitted by ‎Section 6.02(a)(v); and

(c)

any sale and leaseback transactions among Holdings, the Borrower or any Restricted Subsidiary.

Section

6.07 Hedging

Agreements. Neither Holdings nor the Borrower shall, nor shall they permit any Restricted Subsidiary to, enter into any Hedging Agreement

other than Hedging Agreements (including any Back to Back Arrangements) entered into in the Ordinary Course of Business and not for speculative

purposes.

Section

6.08 Restricted

Payments; Certain Payments of Junior Indebtedness. (a) Neither Holdings nor Borrower will, nor will they permit any Restricted Subsidiary

to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or

otherwise) to do so, except that:

(i)

Holdings may make the Closing Date Distribution and consummate the ADI Preferred Stock Exchange.

(ii)

The Borrower and any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests,

or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests;

(iii)

[reserved];

(iv)

Holdings may declare and pay dividends with respect to its Equity Interests payable solely in shares of Qualified Equity Interests or

Disqualified Equity Interests permitted hereunder;

(v)

Holdings may make Restricted Payments, not exceeding the greater of (x) $25,000,000 and (y) 8.75% of LTM Consolidated EBITDA (with unused

amounts being carried over to the succeeding fiscal years, subject to an aggregate cap of up to $50,000,000 in any fiscal year under

this clause (v)) during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans approved by Holdings’

board of directors for directors, officers, consultants or employees of Holdings, the Borrower and the Restricted Subsidiaries;

146

(vi)

Holdings may declare and pay dividends with respect to, or redeem, repurchase, retire or otherwise acquire, its Equity Interests in an

aggregate amount per fiscal year of Holdings not to exceed 6% of the Market Capitalization as of the close of business on the trading

day immediately prior to the date such Restricted Payment is declared;

(vii)

Holdings may make additional Restricted Payments; provided that the Consolidated Total Leverage Ratio (after giving pro forma

effect to such Restricted Payment) for the four consecutive fiscal quarters ending immediately preceding the making of such Restricted

Payment for which consolidated financial statements have most recently been, or were required to be, delivered to the Administrative

Agent pursuant to ‎Section 5.01(a) or ‎Section 5.01(b) shall be less than or equal to 2.25 : 1.00; provided

that no Event of Default has occurred or is continuing or would result therefrom;

(viii)

Holdings may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in Holdings in connection

with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in Holdings;

(ix)

Holdings may repurchase Equity Interests upon the exercise of stock options if such Equity Interests represent a portion of the exercise

price of such stock options (and related redemption or cancellation of shares for payment of taxes or other amounts relating to the exercise

under such stock option or other benefit plans);

(x)

concurrently with any issuance of Qualified Equity Interests, Holdings may redeem, purchase or retire any Equity Interests of Holdings

using the proceeds of, or convert or exchange any Equity Interests of Holdings for, such Qualified Equity Interests;

(xi)

Holdings’ Subsidiaries may pay dividends to Holdings concurrently with Holdings’ payment of dividends pursuant to ‎Section

6.08(a)(xii);

(xii)

Holdings may declare and make Restricted Payments in an aggregate amount not to exceed, at the time such Restricted Payments are made

and after giving effect thereto, the sum of (A) the greater of (x) $110,000,000 and (y) 40% LTM Consolidated EBITDA plus (B) the Available

Amount at such time; provided that (x) Holdings may only make Restricted Payments under this clause (xii) if no Event of Default

has occurred and is continuing (or would result therefrom) and (II) Holdings may only make Restricted Payments under subclause (B) of

this clause (xii) if, after giving effect thereto on a Pro Forma Basis, Holdings would be in compliance with Sections ‎6.12

and ‎6.13;

147

(xiii)

for any taxable period for which the Borrower and/or any Subsidiaries of Holdings are members of a consolidated, combined or similar

income tax group for U.S. federal and/or applicable state, local or non-U.S. income or corporation Tax purposes of which a direct or

indirect parent of the Borrower is the common parent, Restricted Payments may be made in an amount not in excess of the U.S. federal,

state, local or non-U.S. income Taxes that the Borrower and/or applicable Subsidiaries of Holdings would have paid had the Borrower and/or

such Subsidiaries of Holdings been a stand-alone taxpayer (or a stand-alone group); provided that Restricted Payments in respect

of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary

to Holdings, the Borrower or any of its Subsidiaries for such purpose;

(xiv)

(i) any non-cash repurchases or withholdings of Equity Interests in connection with the exercise of stock options, warrants or similar

rights if such Equity Interests represent a portion of the exercise of, or withholding obligations with respect to, such options, warrants

or similar rights (for the avoidance of doubt, it being understood that any required withholding or similar tax related thereto may be

paid by Holdings, the Borrower or any Restricted Subsidiary in cash), and (ii) loans or advances to officers, directors and employees

of Holdings, the Borrower or any Restricted Subsidiary in connection with such Person’s purchase of Equity Interests of Holdings,

provided that no cash is actually advanced pursuant to this clause (ii) other than to pay taxes due in connection with such purchase,

unless immediately repaid;

(xv)

To the extent constituting a Restricted Payment, Holdings may make payments pursuant to and required under the Tax Matters Agreements;

and

(xvi)

Holdings may redeem, repurchase, retire or otherwise acquire ADI Preferred Stock so long as immediately after giving effect thereto,

the Consolidated Total Leverage Ratio (after giving pro forma effect to such redemption, repurchase, retirement or acquisition of ADI

Preferred Stock) for the four consecutive fiscal quarters ending immediately preceding the making of such redemption, repurchase, retirement

or acquisition of ADI Preferred Stock is equal to or less than 3.50 to 1.00; provided that no Event of Default has occurred or

is continuing or would result therefrom.

(b)

Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, prepay, redeem, purchase or otherwise satisfy

any Indebtedness that is subordinated in right of payment to the Obligations (excluding, for the avoidance of doubt, any subordinated

obligations owing to Holdings or any Restricted Subsidiary) (collectively, “Restricted Debt Payments”), except for:

(i)

regularly scheduled interest and principal payments as and when due in respect of any such Indebtedness, other than payments in respect

of such Indebtedness prohibited by the subordination provisions thereof;

(ii)

refinancings of Indebtedness with the proceeds of other Indebtedness permitted under ‎Section 6.01;

148

(iii)

other Restricted Debt Payments in an aggregate amount not exceeding the sum of (A) the greater of (x) $110,000,000 and (y) 40% of LTM

Consolidated EBITDA plus (B) the Available Amount at such time plus (C) the amount of Restricted Payments that could be made at such

time under Section 6.08(a)(xii)(A); provided that amounts used pursuant to clause (C) of this Section 6.08(b)(iii)

shall reduce the amount available under Section 6.08(a)(xii)(A); provided further that Holdings, the Borrower any Restricted

Subsidiaries may only make Restricted Debt Payments under this clause (iii) if no Event of Default has occurred and is continuing (or

would result therefrom) and (II) Holdings, the Borrower and any Restricted Subsidiaries may only make Restricted Debt Payments under

subclause (B) of this clause (iii) if, after giving effect thereto on a Pro Forma Basis, Holdings would be in compliance with Sections

‎6.12 and ‎6.13;

(iv)

other Restricted Debt Payments; provided that the Consolidated Total Leverage Ratio (after giving pro forma effect to such Restricted

Debt Payment) for the four consecutive fiscal quarters ending immediately preceding the making of such Restricted Debt Payment shall

be less than or equal to 2.25 : 1.00; provided that no Event of Default has occurred or is continuing or would result therefrom;

and

(v)

Restricted Debt Payments in connection with the Spin-Off Transactions or the Spin-Off Reorganization Actions.

For

purposes of this ‎Section 6.08, if any Restricted Payment or Restricted Debt Payment (or a portion thereof) would be permitted

pursuant to one or more provisions described above and/or one or more of the exceptions contained in this ‎Section 6.08, Holdings,

the Borrower and the Restricted Subsidiaries may divide and classify such Restricted Payment or Restricted Debt Payment, as the case

may be, (or a portion thereof) in any manner that complies with this covenant and may later divide and reclassify (other than with respect

to ratio-based baskets, if any) any such Restricted Payment or Restricted Debt Payment so long as the Restricted Payment or Restricted

Debt Payment, as applicable, (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception

as of the date of such reclassification.

Section

6.09 [Reserved].

149

Section

6.10 Restrictive

Agreements. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, directly or indirectly, enter

into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability

of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets that are Collateral

or required to be Collateral to secure the Obligations or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions

with respect to any of its Equity Interests, to make or repay loans or advances to the Borrower or any Restricted Subsidiary, to Guarantee

Indebtedness of the Borrower or any Restricted Subsidiary, to transfer any of its properties or assets to the Borrower or any Restricted

Subsidiary or to grant Liens on its assets (including Equity Interests) to the Administrative Agent; provided that (i) the foregoing

shall not apply to (A) restrictions and conditions imposed by law or by this Agreement, any Spin-Off Document, any other Loan Document,

any Incremental Facility Amendment, any Refinancing Facility Agreement, any document governing any Refinancing Term Loan Indebtedness,

Refinancing Revolving Commitments or Refinancing Indebtedness or any document governing Alternative Incremental Facility Debt or any

document entered into in connection with the Spin-Off Transactions, (B) restrictions and conditions imposed by the Senior Notes Documents

as in effect on the Closing Date or any agreement or document evidencing Refinancing Term Loan Indebtedness in respect of the Senior

Notes Documents permitted under clause (ii) of ‎Section 6.01(a); provided that the restrictions and conditions contained

in any such agreement or document taken as a whole are not materially less favorable to the Lenders than the restrictions and conditions

imposed by the Senior Notes Documents, (C) in the case of any Restricted Subsidiary that is not a wholly owned Restricted Subsidiary,

restrictions and conditions imposed by its organizational documents or any related joint venture or similar agreements; provided

that such restrictions and conditions apply only to such Restricted Subsidiary and to the Equity Interests of such Restricted Subsidiary,

(D) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets of Holdings,

the Borrower or any Restricted Subsidiary, in each case pending such sale; provided that such restrictions and conditions apply

only to such Restricted Subsidiary or the assets that are to be sold and, in each case, such sale is permitted hereunder, (E) restrictions

and conditions (x) existing on the Effective Date and identified on Schedule 6.10, (y) pursuant to the Existing RemainCo Credit Agreement

as in effect on the Effective Date or (z) existing on the Closing Date and arising out of, or in connection with, the Transactions (and

in each case any extension or renewal of, or any amendment, modification or replacement of the documents set forth on such schedule that

do not expand the scope of, any such restriction or condition in any material respect), (F) restrictions and conditions imposed by any

agreement relating to Indebtedness of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Restricted

Subsidiary and otherwise permitted by clause (vii) of ‎Section 6.01(a) or to any restrictions in any Indebtedness of a non-Loan

Party Restricted Subsidiary permitted by clause (viii) or clause (xix) of ‎Section 6.01(a), in each case if such restrictions

and conditions apply only to such Restricted Subsidiary and its subsidiaries, (G) [reserved], (H) customary prohibitions, restrictions

and conditions contained in agreements relating to a Permitted Receivables Facility, (I) any encumbrance or restriction under documentation

governing other Indebtedness of Holdings, the Borrower and any Restricted Subsidiaries permitted to be incurred pursuant to ‎Section

6.01, provided that such encumbrances or restrictions will not materially impair (1) the Borrower’s ability to make

principal and interest payments hereunder or (2) the ability of the Loan Party to provide any Lien upon any of its assets that are Collateral

or required to be Collateral, (J) customary provisions in leases, licenses, sublicenses and other contracts (including licenses and sublicenses

of Intellectual Property) restricting the assignment thereof, (K) restrictions imposed by any agreement relating to secured Indebtedness

permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness, (L) restrictions

on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the Ordinary Course of Business (or other

restrictions on cash or deposits constituting Permitted Encumbrances), (M) customary restrictions contained in leases, subleases, licenses,

sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto,

(N) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted

Subsidiary and (O) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower

has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and

its Subsidiaries to meet their ongoing obligations and (P) prior to the Closing Date, restrictions pursuant to the Existing RemainCo

Credit Agreement and the other “Loan Documents” (as defined therein); and (ii) clause (a) of the foregoing shall not apply

to (A) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by clause (vi) of ‎Section

6.01(a) if such restrictions and conditions apply only to the assets securing such Indebtedness and (B) customary provisions in leases

and other agreements restricting the assignment thereof.

150

Section

6.11 Amendment

of Material Documents, Etc. Holdings will not, nor will Holdings permit any of its Restricted Subsidiaries to, amend, modify or waive,

(i) its certificate of incorporation, bylaws or other organizational documents, (ii) any of the Senior Notes Documents or (iii) any of

the Spin-Off Documents, in each case if the effect of such amendment, modification or waiver would be materially adverse to the Lenders

without the consent of the Required Lenders.

Section

6.12 Consolidated

Interest Coverage Ratio. Holdings will not permit the Consolidated Interest Coverage Ratio as of the last day of any fiscal quarter

of Holdings, beginning with the last day of the first fiscal quarter ending after the Closing Date, in each case for any period of four

consecutive fiscal quarters of Holdings ending on the last day of such fiscal quarter, to be less than 2.50 to 1.00.

Section

6.13 Consolidated

Total Leverage Ratio. Holdings will not permit the Consolidated Total Leverage Ratio for any period of four consecutive fiscal quarters

of Holdings ending on the last day of any fiscal quarter of Holdings, beginning with the first fiscal quarter ending after the Closing

Date, (each such date, a “CTLR Testing Date”) to exceed the ratio set forth across from such fiscal quarter in the

table below:

Fiscal

Quarter

Maximum

Consolidated Total Leverage Ratio

First

and second fiscal quarters ending after the Closing Date

4.75

to 1.00

Third

and fourth fiscal quarters ending after the Closing Date

4.50

to 1.00

Fifth

and sixth fiscal quarters ending after the Closing Date

4.25

to 1.00

Seventh

and eighth fiscal quarters ending after the Closing Date

4.00

to 1.00

Ninth

fiscal quarter ending after the Closing Date and each fiscal quarter thereafter

3.50

to 1.00

provided,

that, with respect to any Material Acquisition consummated on or after the first day of the ninth fiscal quarter ending after the Closing

Date, at the election of the Borrower, the maximum permitted Consolidated Total Leverage Ratio shall be increased by 0.50x for the first

four CTLR Testing Dates following the consummation of such Material Acquisition (such period for the increased maximum permitted Consolidated

Total Leverage Ratio, the “Adjusted CTLR Period”); provided, however, that (i) there shall be no more

than two (2) Adjusted CTLR Periods following the Closing Date prior to the Revolving Maturity Date and (ii) following the first (if any)

Adjusted CTLR Period, at least one CTLR Testing Date shall occur prior to the commencement of the second Adjusted CTLR Period.

151

Section

6.14 Changes

in Fiscal Periods. Holdings will not make any change in fiscal year; provided, however, that Holdings may, upon written

notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent,

in which case Holdings and the Administrative Agent will, and are hereby authorized by the Lenders, to make any adjustments to this Agreement

that are necessary to reflect such change in fiscal year.

Notwithstanding

anything to the contrary set forth in this Agreement or any other Loan Document but without limitation of the condition in ‎Section

4.02(b), no provision of this Agreement or any other Loan Document shall prevent or restrict the consummation of the Transactions,

nor shall the Transactions give rise to any Default, or constitute the utilization of any basket, under this Agreement (including this

‎Article VI) or any other Loan Document.

Article

VII

Events

of Default

Section

7.01 Events

of Default. If any of the following events (each such event, an “Event of Default”) shall occur:

(a)

the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as

the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b)

the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a)

of this ‎Section 7.01) payable under this Agreement or any other Loan Document, when and as the same shall become due and

payable, and such failure shall continue unremedied for a period of five Business Days;

(c)

any representation or warranty made or deemed made by or on behalf of Holdings, the Borrower or any Restricted Subsidiary in this Agreement

or any other Loan Document, or in any report, certificate or financial statement furnished pursuant to or in connection with this Agreement

or any other Loan Document, shall prove to have been incorrect in any material respect when made or deemed made and, to the extent capable

of being cured, such incorrect representation or warranty shall remain incorrect for a period of 30 days following written notice thereof

from the Administrative Agent to the Borrower;

(d)

Holdings or the Borrower shall fail to observe or perform any covenant, condition or agreement contained in ‎Section 5.02(a),

‎Section 5.04 (with respect to the existence of Holdings or the Borrower), ‎Section 5.11 or ‎Article VI;

provided, that a Default by Holdings or the Borrower under ‎Section 6.12 or ‎Section 6.13 (each, a “Financial

Covenant Event of Default”) shall not constitute an Event of Default with respect to the Term Commitments, the Term Loans or

any Incremental Term Facility unless and until the Required Revolving Lenders shall have terminated their Revolving Commitments and declared

all amounts outstanding under the Revolving Loans to be due and payable;

152

(e)

any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan Document

(other than those specified in clause (a), (b) or (d) of this Section), and such failure shall continue unremedied for a period of 30

days after written notice thereof from the Administrative Agent or any Lender to the Borrower;

(f)

Holdings, the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal, interest, premium or otherwise

and regardless of amount) in respect of any Material Indebtedness when and as the same shall become due and payable (after giving effect

to any applicable grace period under the documentation representing such Material Indebtedness);

(g)

any event or condition occurs that results in any Material Indebtedness becoming due or being terminated or required to be prepaid, repurchased,

redeemed or defeased prior to its scheduled maturity or that enables or permits (with all applicable grace periods in respect of such

event or condition under the documentation representing such Material Indebtedness having expired); the holder or holders of any Material

Indebtedness or any trustee or agent on its or their behalf, or, in the case of any Hedging Agreement, the applicable counterparty, to

cause any Material Indebtedness to become due, or to terminate or require the prepayment, repurchase, redemption or defeasance thereof,

prior to its scheduled maturity; provided that this clause (g) shall not apply to (x) any secured Indebtedness that becomes due

as a result of the voluntary sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the assets

securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (y) any

Indebtedness that becomes due as a result of a voluntary refinancing thereof permitted under ‎Section 6.01 or (z) termination

events or similar events occurring under any Hedging Agreement (other than a termination event or similar event as to which Holdings

or any of its Restricted Subsidiaries is the defaulting party) that constitutes Material Indebtedness (it being understood that paragraph

(f) of this ‎Section 7.01 will apply to any failure to make any payment required as a result of such termination or similar

event);

(h)

except as otherwise provided in ‎Section 7.02, (i) an involuntary proceeding shall be commenced or an involuntary petition

shall be filed seeking (A) liquidation, reorganization or other relief in respect of Holdings, the Borrower or any Restricted Subsidiary

or its debts, or of a substantial part of its assets, under any Federal, State or foreign bankruptcy, insolvency, receivership or similar

law now or hereafter in effect or (B) the appointment of a receiver, trustee, custodian, sequestrator, conservator, liquidator, administrative

receiver, administrator, receiver and manager or similar official for Holdings, the Borrower or any Restricted Subsidiary or for a substantial

part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving

or ordering any of the foregoing shall be entered or (ii) Holdings, the Borrower or any Loan Party that is a Material Subsidiary (A)

admits publicly its inability to pay its debts as they fall due or (B) has a moratorium declared in relation to any of its Indebtedness;

(i)

except as otherwise provided in ‎Section 7.02, Holdings, the Borrower or any Restricted Subsidiary shall (i) voluntarily commence

any proceeding or file any petition seeking liquidation (other than any liquidation permitted under ‎Section 6.03(a)(iv)),

reorganization or other relief under any Federal, State or foreign bankruptcy, insolvency, receivership or similar law now or hereafter

in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described

in clause (h) of this Section, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator

or similar official for Holdings, the Borrower or any Restricted Subsidiary or for a substantial part of its assets, (iv) file an answer

admitting the material allegations of a petition filed against it in any such proceeding or (v) make a general assignment for the benefit

of creditors;

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(j)

[reserved];

(k)

one or more judgments for the payment of money in an aggregate amount in excess of $70,000,000 (other than any such judgment covered

by insurance (other than under a self-insurance program) to the extent a claim therefor has been made in writing and liability therefor

has not been denied by the insurer) shall be rendered against Holdings, the Borrower, any Restricted Subsidiary or any combination thereof

and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed, or

any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Holdings, the Borrower or any Restricted

Subsidiary that are material to the business and operations of Holdings, the Borrower or any Restricted Subsidiary, taken as a whole,

to enforce any such judgment;

(l)

an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred and are continuing and remain

uncured, would reasonably be expected to result in a Material Adverse Effect;

(m)

any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid

and perfected Lien on any material portion of the Collateral, with the priority required by the applicable Security Document, except

as a result of (i) permission under any Loan Document (including the sale or other disposition of the applicable Collateral in a transaction

permitted under the Loan Documents), (ii) the release thereof as provided in ‎Section 9.14, (iii) the Administrative Agent’s

failure to (A) maintain possession of any stock certificate, promissory note or other instrument delivered to it under any Security Document

or (B) file Uniform Commercial Code continuation statements (or equivalent statements in any other relevant jurisdiction) or (iv) as

to Collateral consisting of Mortgaged Property, to the extent that such losses are covered by a lender’s title insurance policy

and such insurer has not denied coverage;

(n)

any material Security Document shall cease to be, or shall be asserted by any Loan Party not to be a legal, valid and binding obligation

of any Loan Party party thereto, except as expressly permitted hereunder or thereunder or as a result of the release thereof as provided

in the applicable Loan Document or ‎Section 9.14;

(o)

any Guarantee purported to be created under any Loan Document shall cease to be or shall be asserted by any Loan Party not to be, in

full force and effect, except as in accordance with the terms of the Loan Documents (including a result of the release thereof as provided

in the applicable Loan Document or ‎Section 9.14); or

(p)

a Change in Control shall occur; then, and in every such event (other than an event with respect to Holdings or the Borrower described

in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event (including any Event of Default

arising by virtue of the termination and declaration contemplated by the proviso to ‎Section 7.01(d)), the Administrative

Agent may, and at the request of the Required Lenders shall (and, if a Financial Covenant Event of Default occurs and is continuing,

the Administrative Agent may, and at the request of the Required Revolving Lenders shall, and in such case, without limiting the proviso

to ‎Section 7.01(d), only with respect to the Revolving Commitments, the Revolving Loans, and any Letters of Credit and LC

Exposure), by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments,

and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or

in part (but ratably as among the Classes of Loans and the Loans of each Class at such time outstanding), in which case any principal

not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so

declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower hereunder,

shall become due and payable immediately and (iii) require the deposit of cash collateral in respect of LC Exposure as provided in ‎Section

2.05(i), in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Holdings

and the Borrower; and in the case of any event with respect to Holdings or the Borrower described in clause (h) or (i) of this Section,

the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon

and all fees and other obligations of the Borrower hereunder, shall immediately and automatically become due and payable and the deposit

of such cash collateral in respect of LC Exposure shall immediately and automatically become due, in each case, without presentment,

demand, protest or other notice of any kind, all of which are hereby waived by Holdings and the Borrower.

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Section

7.02 Exclusion

of Certain Subsidiaries. Solely for the purposes of determining whether a Default has occurred under clause (h) or (i) of ‎Section

7.01, any reference in any such paragraph to any Restricted Subsidiary shall be deemed not to include any Restricted Subsidiary affected

by any event or circumstance referred to in such paragraph that is not a Material Subsidiary; provided that (i) if it is necessary

to exclude more than one Restricted Subsidiary from clause (h) or (i) of ‎Section 7.01 pursuant to this paragraph in order

to avoid a Default, the aggregate consolidated assets of all such excluded Restricted Subsidiaries as of such last day of the four most

recently ended consecutive fiscal quarters for which consolidated financial statements have most recently been delivered to the Administrative

Agent pursuant to ‎Section 5.01(a) or ‎Section 5.01(b) may not exceed 7.5% of the Consolidated Total Assets of

Holdings, the Borrower and the Restricted Subsidiaries and the aggregate consolidated revenues of all such excluded Restricted Subsidiaries

for such four fiscal quarter period may not exceed 7.5% of the consolidated revenues of Holdings, the Borrower and the Restricted Subsidiaries

and (ii) in no circumstance shall the Borrower be excluded from clause (h) of (i) of ‎Section 7.01.

Section

7.03 Borrower’s

Right to Cure. With respect to any Default or Event of Default (other than any Event of Default under ‎Section 7.01(a),

‎Section 7.01(b), ‎Section 7.01(d) (with respect to a failure to comply with ‎Section 6.12 or ‎Section

6.13), ‎Section 7.01(h) or ‎Section 7.01(i)) the words “exists”, “is continuing” or

similar expressions with respect thereto shall mean that the Default or Event of Default has occurred and has not yet been cured or waived.

If any Default or Event of Default including any default or event of default (or similar term) resulting from a failure to provide notice

of a default or event of default (other than with respect to a default under ‎Section 7.01(a), ‎Section 7.01(b) , ‎Section

7.01(h) or ‎Section 7.01(i) or where a Financial Officer or other executive officer of the Borrower has obtained knowledge

thereof and knowingly failed to give the Administrative Agent and the Lenders notice of such Default or Event of Default), occurs due

to (i) the failure by any Loan Party or Restricted Subsidiary to take any action by a specified time, such Default or Event of Default

shall be deemed not to “exist” or be “continuing” or to have been cured at the time, if any, that such Loan Party

or Restricted Subsidiary takes such action or (ii) the taking of any action by any Loan Party or Restricted Subsidiary that is not then

permitted by the terms of this Agreement or any other Loan Document, such Default or Event of Default shall be deemed not to “exist”

or be “continuing” or to be cured on the earlier to occur of (x) the date on which such action would be permitted at such

time to be taken under this Agreement and the other Loan Documents and (y) the date on which such action is unwound or otherwise modified

to the extent necessary for such revised action to be permitted at such time by this Agreement and the other Loan Documents; provided,

that, in no event will the Borrower be required to provide retroactive notice of a Default or an Event of Default if it was not aware

of such Default or Event of Default at the time such Default or Event of Default occurred and such Default or Event of Default is cured

pursuant to the provisions of this ‎Section 7.03 before the Borrower becomes aware of such Default or Event of Default. If

any Default or Event of Default occurs that is subsequently cured (a “Cured Default”), any other Default or Event

of Default resulting from the making or deemed making of any representation or warranty by any Loan Party or Subsidiary or the taking

of any action by any Loan Party or Subsidiary, in each case which subsequent Default or Event of Default would not have arisen had the

Cured Default not occurred, shall be deemed to be cured automatically upon, and simultaneously with, the cure of the Cured Default. Notwithstanding

anything to the contrary, no default or event of default shall constitute a Default or Event of Default if such Default or Event of Default

has not been cured or waived and is continuing for more than two (2) years following written notice to the Administrative Agent of such

Default or Event of Default; provided that the foregoing shall not be deemed to occur at any time the Administrative Agent has

commenced and is diligently pursuing any enforcement action under the Loan Documents with respect to such Default or Event of Default.

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Article

VIII

The

Administrative Agent

Section

8.01 Appointment

and Other Matters.

(a)

Each of the Lenders and the Issuing Banks hereby irrevocably appoints the entity named as Administrative Agent in the heading of this

Agreement and its successors to serve as administrative agent and collateral agent under the Loan Documents and authorizes the Administrative

Agent to take such actions and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents,

together with such actions and powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any

jurisdiction other than the United States of America, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent

any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s or

such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and each Issuer hereby authorizes the Administrative Agent

to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party,

to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.

(b)

In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf

of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the

Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:

(i)

the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as

the agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of any other obligation other than as expressly set forth

herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it

is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document

with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising

under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect

only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim

against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement

and the transactions contemplated hereby;

(ii)

where the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest

has been created pursuant to a Loan Document expressed to be governed by the laws of the United States of America, any State thereof

or the District of Columbia, the obligations and liabilities of the Administrative Agent to the Secured Parties in its capacity as trustee

shall be excluded to the fullest extent permitted by applicable law;

(iii)

nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit

element of any sum received by the Administrative Agent for its own account.

(c)

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender or an Issuing

Bank as any other Lender or Issuing Bank and may exercise the same as though it were not the Administrative Agent. The terms “Issuing

Banks”, “Lenders”, “Required Lenders” and any similar terms shall, unless the context

clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender, Issuing Bank or as one of the Required

Lenders, as applicable. The Person serving as Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities

of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Holdings, the

Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty

to account therefor to the Lenders or the Issuing Banks.

156

(d)

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents, and its duties

hereunder shall be administrative in nature. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not

be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative

Agent shall not have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and

powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the

Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe

in good faith to be necessary, under the circumstances as provided in the Loan Documents); provided that the Administrative Agent

shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless the

Administrative Agent receives an indemnification satisfactory to it from the Lenders and the Issuing Banks with respect to such action

or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of

the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may

effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to

bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek

clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting

until such clarification or direction has been provided, and (c) except as expressly set forth in the Loan Documents, the Administrative

Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings,

the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving

as Administrative Agent or any of its Affiliates in any capacity.

(e)

The Administrative Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document

by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform

any of and all their respective duties and exercise their respective rights and powers by or through their respective Related Parties.

The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and

any such sub-agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided

for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct

of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the

Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

(f)

In case of the pendency of any proceeding with respect to any Loan Party under any Federal, State or foreign bankruptcy, insolvency,

receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or

any LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the

Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention

in such proceeding or otherwise:

(i)

to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Exposure and

all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the

claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections ‎2.12, ‎2.13,

‎2.15, ‎2.16, ‎2.17 and ‎9.03) allowed in such judicial proceeding; and

157

(ii)

to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian,

receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender,

each Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative

Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks or the other Secured Parties, to pay to

the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under

‎Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to

or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting

the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim

of any Lender or Issuing Bank in any such proceeding.

(g)

Notwithstanding anything herein to the contrary, neither the Arrangers nor any Person named on the cover page of this Agreement as a

Syndication Agent or a Documentation Agent shall have any duties or obligations under this Agreement or any other Loan Document (except

in its capacity, as applicable, as a Lender or an Issuing Bank), but all such Persons shall have the benefit of the indemnities provided

for hereunder.

(h)

The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except

solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none

of Holdings, the Borrower or any Subsidiary shall have any rights as a third party beneficiary of any such provisions. Each Secured Party,

whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and the Guarantees of the Obligations

provided under the Loan Documents, to have agreed to the provisions of this Article.

Section

8.02 Administrative

Agent’s Reliance, Indemnification, Etc.

(a)

Neither the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by it

under or in connection with this Agreement or the other Loan Documents (x) with the consent of or at the request of the Required Lenders

(or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith

to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the absence of its own gross negligence or willful

misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and nonappealable

judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by

any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement

or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement

or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or

any other Loan Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any electronic

signature transmitted by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature

page) or for any failure of any Loan Party to perform its obligations hereunder or thereunder.

158

(b)

The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that it

is a “notice of default”) is given to the Administrative Agent by Holdings, the Borrower, a Lender or an Issuing Bank,

and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or

representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report

or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any

of the covenants, agreements or other terms or conditions set forth in this Agreement or any other Loan Document or the occurrence of

any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of this Agreement or any other Loan Document

or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in ‎Article IV or elsewhere

in this Agreement or any other Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative

Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the

Administrative Agent or (vi) the creation, perfection or priority of Liens on the Collateral. Notwithstanding anything herein to the

contrary, the Administrative Agent shall not be liable for, or be responsible for any loss, cost or expense suffered by the Borrower,

any Subsidiary, any Lender or any Issuing Bank as a result of, any determination of the Revolving Exposure or the component amounts thereof

or any portion thereof attributable to each Lender or Issuing Bank, or of the Weighted Average Yield.

(c)

Without limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory

note has been assigned in accordance with ‎Section 9.04, (ii) may rely on the Register to the extent set forth in ‎Section

9.04(b), (iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts

selected by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice

of such counsel, accountants or experts, (iv) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible

to any Lender or Issuing Bank for any statements, warranties or representations made by or on behalf of any Loan Party in connection

with this Agreement or any other Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan, or

the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, may presume

that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the

contrary from such Lender or Issuing Bank sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit

and (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document

by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a fax, any electronic message,

Internet or intranet website posting or other distribution) or any statement made to it orally or by telephone and believed by it to

be genuine and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the

requirements set forth in the Loan Documents for being the maker thereof).

159

Section

8.03 Successor

Administrative Agent.

(a)

Subject to the terms of this paragraph, the Administrative Agent may resign from its capacity as such upon 30 days’ notice of its

intent to resign to the Lenders, the Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders

shall have the right, with the consent of the Borrower (which shall not be unreasonably withheld or delayed), to appoint a successor.

If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the

retiring Administrative Agent gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders

and the Issuing Banks, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York, or an Affiliate

of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed

to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative

Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by Holdings

and/or the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed

by Holdings, the Borrower and such successor.

(b)

Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall

have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring

Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon,

on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from

its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any

security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring

Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties

and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case

until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being

understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security

Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall

succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided

that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any

Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required

or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and each Issuing

Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article

and ‎Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document,

shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in

respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent and in respect of the

matters referred to in the proviso under clause (i) above.

160

Section

8.04 Acknowledgements

of Lenders and Issuing Banks.

(a)

Each Lender and each Issuing Bank acknowledges that it is engaged in making, acquiring or holding commercial loans in the Ordinary Course

of Business and that it has, independently and without reliance upon the Administrative Agent, any Arranger or any other Lender or Issuing

Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate,

made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each

Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger

or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information

(which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and

their respective Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking

action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

(b)

Each Lender, by delivering its signature page to this Agreement on the Effective Date and funding its Loans on the Closing Date, or delivering

its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall

be deemed to have acknowledged receipt of, and consented to and approved, this Agreement and each other Loan Document and each other

document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective

Date or the Closing Date, as applicable.

Section

8.05 Collateral

Matters.

(a)

Except (x) with respect to the exercise of setoff rights of any Lender in accordance with ‎Section 9.08 or (y) with respect

to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually

to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers,

rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in

accordance with the terms thereof.

(b)

In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Cash Management Services the obligations

under which constitute Secured Cash Management Obligations, no Hedging Agreement the obligations under which constitute Secured Hedging

Obligations, no Supply Chain Financings the obligations under which constitute Secured Supply Chain Financing Obligations and no Additional

Letter of Credit Facility the obligations under which constitute Secured Additional Letter of Credit Facility Obligations will create

(or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release

of any Collateral or of the obligations of any Loan Party under this Agreement or any other Loan Document. By accepting the benefits

of the Collateral, each Secured Party that is a party to any such arrangement in respect of Cash Management Services, Hedging Agreement

or Supply Chain Financing shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral

agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations

set forth in this paragraph.

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(c)

The Secured Parties party hereto irrevocably authorize the Administrative Agent, at its option and in its discretion, to release or subordinate

any Lien on any property granted to or held by the Administrative Agent under any Loan Document and any Acceptable Intercreditor Agreement

to the holder of any Lien on such property that is permitted by ‎Section 6.02(a)(v). The Administrative Agent shall not be

responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability

of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon or any certificate prepared

by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure

to monitor or maintain any portion of the Collateral.

(d)

The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all

or any portion of the Obligations (including by accepting some or all of the applicable Collateral in satisfaction of some or all of

such Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one

or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy

Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan

Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent

or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In

connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be,

credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to

contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation

of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests)

for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are

issued in connection with such purchase). In connection with any such bid, (i) the Administrative Agent shall be authorized to form one

or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured

Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement

to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to

adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative

Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall

be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or

their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles,

as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the

Required Lenders contained in ‎Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition

vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which

were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition

vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle

to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire

Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition

vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be

reassigned to the applicable Secured Parties pro rata with their original interest in such Obligations and the equity interests and/or

debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need

for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations

of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party

shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which

will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request

in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the

transactions contemplated by such credit bid.

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(e)

The Lenders and the other Secured Parties party hereto hereby irrevocably authorize and instruct the Administrative Agent to, without

any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement,

restate, replace, waive or otherwise modify any Acceptable Intercreditor Agreement; provided that the specific consent of counterparties

to any Hedging Agreement the obligations under which constitute Secured Hedging Obligations, each provider of Cash Management Services

the obligations under which constitute Secured Cash Management Obligations, each Supply Chain Bank in respect of any outstanding Secured

Supply Chain Financing Obligations, each provider of an Additional Letter of Credit Facility in respect of any Secured Additional Letter

of Credit Facility Obligations or each Issuing Bank shall be required for any amendment, renewal, extension, supplement, restatement,

replacement or waiver to the extent its rights and obligations solely in its capacity as such are materially adversely affected. The

Lenders and the other Secured Parties irrevocably agree that any Acceptable Intercreditor Agreement entered into by the Administrative

Agent shall be binding on the Secured Parties, and each Lender and each of the other Secured Parties hereby agrees that it will take

no actions contrary to the provisions of an Acceptable Intercreditor Agreement. The foregoing provisions are intended as an inducement

to any provider of any Indebtedness not prohibited by ‎Section 6.01 hereof to extend credit to the Loan Parties and such persons

are intended third-party beneficiaries of such provisions.

Section

8.06 Certain

ERISA Matters.

(a)

Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date

such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative

Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower

or any other Loan Party, that at least one of the following is and will be true:

(i)

such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in

connection with the Loans, the Letters of Credit or the Commitments,

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(ii)

the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by

independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company

general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38

(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions

determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration

of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, and the conditions for exemptive relief thereunder

are and will continue to be satisfied in connection therewith,

(iii)

(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part

VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,

participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation

in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements

of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a)

of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance

of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv)

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

and such Lender.

(b)

In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender

has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a),

such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from

the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the

Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative

Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration

of and performance of the Loans, the Letters of Credit, the Revolving Commitments and this Agreement (including in connection with the

reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto

or thereto).

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Section

8.07 Erroneous

Payments.

(a)

Each Lender and each Issuing Bank hereby agrees that (x) if the Administrative Agent notifies such Lender or Issuing Bank that the Administrative

Agent has determined in its sole discretion that any funds received by such Lender or Issuing Bank from the Administrative Agent or any

of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively,

a “Payment”) were erroneously transmitted to such Lender or Issuing Bank (whether or not known to such Lender or Issuing

Bank), and demands the return of such Payment (or a portion thereof), such Lender or Issuing Bank shall promptly, but in no event later

than one Business Day thereafter (or such later date as the Administrative Agent, may, in its sole discretion, specify in writing), return

to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds,

together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including

the date such Payment (or portion thereof) was received by such Lender or Issuing Bank to the date such amount is repaid to the Administrative

Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on

interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Issuing Bank shall

not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with

respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation

any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender or

any Issuing Bank under this ‎Section 8.07 shall be conclusive, absent manifest error.

(b)

Each Lender and each Issuing Bank hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates

(x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative

Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or

accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment.

Each Lender and each Issuing Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may

have been sent in error, such Lender or Issuing Bank shall promptly notify the Administrative Agent of such occurrence and, upon demand

from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter (or such later date as the Administrative

Agent, may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Payment (or portion

thereof) as to which such a demand was made in same day funds, together with interest thereon (except to the extent waived in writing

by the Administrative Agent) in respect of each day from and including the date such Payment (or portion thereof) was received by such

Lender or Issuing Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined

by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(c)

The Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered

from any Lender or Issuing Bank that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be

subrogated to all the rights of such Lender or Issuing Bank with respect to such amount and (y) an erroneous Payment shall not pay, prepay,

repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party; provided that this ‎Section

8.07 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the

due date for), the Obligations of the Borrower or any other Loan Party relative to the amount (or timing for payment) of the Obligations

that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that

for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and

solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from, or

on behalf of (including through the exercise of remedies under any Loan Document), the Borrower or any other Loan Party for the purpose

of a payment on the Obligations.

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(d)

Each party’s obligations under this ‎Section 8.07 shall survive the resignation or replacement of the Administrative Agent

or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction

or discharge of all Obligations under any Loan Document.

Article

Miscellaneous

Section

9.01 Notices.

(a) General. Except in the case of notices and other communications expressly permitted to be given by telephone (and subject

to paragraph (b) of this Section), all notices and other communications provided for herein shall be in writing and shall be delivered

by hand or overnight courier service, mailed by certified or registered mail or sent by fax (to the extent fax information is provided

below), as follows:

(i)

if to Holdings or the Borrower, to it at (A) prior to the Closing Date, c/o ADI Global Distribution Funding LLC, 275 Broadhollow Road,

Melville, NY 11747, attention Ian Schlegel (Ian.Schlegel@resideo.com) and Jeannine Lane

(Jeannine.Lane@resideo.com), and (B) from and following the Closing Date, c/o ADI Global

Distribution Funding LLC, 275 Broadhollow Road, Melville, NY 11747, attention Chris Mortorff (Chris.Mortorff@adiglobal.com),

in each case, with a copy (which shall not constitute notice) to Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New

York, 10019-6099, Attention: Viktor Okasmaa (vokasmaa@willkie.com) and Charlotta Chung (cchung@willkie.com);

(ii)

if to the Administrative Agent or Swingline Lender in respect of (i) Borrowings and all other matters, to it at JPMorgan Chase Bank,

N.A., 500 Stanton Christiana Rd. NCC5 / 1st Floor, Newark, DE 19713, Attention of Loan & Agency Services Group (Telephone No.: +13026345634,

Email: andrew.myers@chase.com; Agency Withholding Tax Queries: agency.tax.reporting@jpmorgan.com; Agency Compliance/Financials/Intralinks:

covenant.compliance@jpmchase.com) and (ii) in its capacity as Issuing Bank to it at JPMorgan Chase Bank, N.A., 10420 Highland Manor Dr.

4th Floor, Tampa, FL 33610, Attention: Standby LC Unit (Telephone No.: 800-634-1969, Fax No.: 856-294-5267, Email: gts.ib.standby@jpmchase.com),

with a copy to JPMorgan Chase Bank, N.A., 500 Stanton Christiana Road, NCC5/Floor 1, Newark, Delaware 19713, Attention of Loan &

Agency Services Group (Telephone No.: 302-634-4834, Fax No.: 302-634-8459, Email: andrew.myers@chase.com);

166

(iii)

if to any Issuing Bank, to it at its address or email address (or fax number) most recently specified by it in a notice delivered to

the Administrative Agent and the Borrower (or, in the absence of any such notice, to the address or email address (or fax number) set

forth in the Administrative Questionnaire of the Lender that is serving as such Issuing Bank or is an Affiliate thereof); and

(iv)

if to the Collateral Agent, to it at JPMorgan Chase & Co., CIB DMO WLO Mail code NY1-C413, 4 CMC, Brooklyn, NY, 11245-0001 (Email:

ib.collateral.services@jpmchase.com);

(v)

if to any other Lender, to it at its address or email address (or fax number) set forth in its Administrative Questionnaire.

Notices

and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have

been given when received; notices and other communications sent by fax shall be deemed to have been given when sent (except that, if

not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business

Day for the recipient). Notices and other communications delivered through electronic communications, to the extent provided in paragraph

(b) of this Section, shall be effective as provided in such paragraph.

(b)

Electronic Communications. Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or

furnished by electronic communication (including e-mail and Internet and intranet websites) pursuant to procedures approved by the Administrative

Agent; provided that the foregoing shall not apply to notices under ‎Article II to any Lender or any Issuing Bank if

such Lender or such Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under

such Article by electronic communication. The Administrative Agent, Holdings or the Borrower may, in its discretion, agree to accept

notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided

that approval of such procedures may be limited to particular notices or communications or may be rescinded by any such Person by notice

to each other such Person.

Unless

the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received

upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested”

function, as available, return e-mail or other written acknowledgment) and (ii) notices and other communications posted to an Internet

or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in

the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefore;

provided that, for both clauses (i) and (ii) above, if such notice or other communication is not sent during the normal business

hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business

Day for the recipient.

167

(c)

Change of Address, etc. Any party hereto may change its address or fax number for notices and other communications hereunder by

notice to the other parties hereto.

(d)

Platform.

(i)

Holdings and the Borrower agree that the Administrative Agent may, but shall not be obligated to, make any Communications by posting

such Communication on Debt Domain, IntraLinks, SyndTrak or any other electronic platform chosen by the Administrative Agent to be its

electronic transmission system (the “Platform”).

(ii)

Although the Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or

modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system)

and the Platform is secured through a per-deal authorization method whereby each user may access the Platform only on a deal-by-deal

basis, each of the Lenders, each of the Issuing Banks, Holdings and the Borrower acknowledges and agrees that the distribution of material

through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the

representatives or contacts of any Lender that are added to the Platform, and that there are confidentiality and other risks associated

with such distribution. Each of the Lenders, each of the Issuing Banks, Holdings and the Borrower hereby approves distribution of the

Communications through the Platform and understands and assumes the risks of such distribution.

(iii)

THE PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES

(AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM

LIABILITY FOR ERRORS OR OMISSIONS IN THE PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING

ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR

OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE

AGENT, ANY ARRANGER, ANY CO-DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE

PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY

KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE)

ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE

PLATFORM EXCEPT TO THE EXTENT SUCH DAMAGES ARE FOUND IN A FINAL AND NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE

RESULTED FROM THE BAD FAITH, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF AN APPLICABLE PARTY OR ANY OF ITS RELATED PARTIES.

(iv)

Each Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been

posted to the Platform shall constitute effective delivery of the Communications to such Lender or Issuing Bank (as applicable) for purposes

of the Loan Documents. Each Lender and each Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in

the form of electronic communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address

to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.

(v)

Nothing herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication

pursuant to any Loan Document in any other manner specified in such Loan Document.

Section

9.02 Waivers;

Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power

hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right

or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof

or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder

and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No

waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in

any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be

effective only in the specific instance and for the specific purpose for which given. Without limiting the generality of the foregoing,

the execution and delivery of this Agreement, the making of a Loan or the issuance, amendment, renewal or extension of a Letter of Credit

shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may

have had notice or knowledge of such Default at the time. No notice or demand on Holdings or the Borrower in any case shall entitle Holdings

or the Borrower to any other or further notice or demand in similar or other circumstances.

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(b)

Except as provided in Sections ‎2.14(b), ‎(c) and ‎(d), ‎2.21, ‎2.22, ‎2.23

and ‎9.02(c), none of this Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended or

modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower,

the Administrative Agent and the Required Lenders and, in the case of any other Loan Document, pursuant to an agreement or agreements

in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case 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 (it being understood and agreed that a waiver of any Default or Event of Default will not constitute an increase

in the Commitment of any Lender), (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon,

or reduce any fees payable hereunder, in each case without the written consent of each Lender adversely affected thereby (it being understood

and agreed that a waiver of any Default or Event of Default will not constitute a reduction in the principal amount of any Loan), (iii)

postpone the scheduled maturity date of any Loan, or the date of any scheduled payment of the principal amount of any Term Loan under

‎Section 2.10 or the applicable Incremental Facility Amendment or the required date of reimbursement of any LC Disbursement,

or any date for the payment of any interest or 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 adversely affected thereby (it

being understood and agreed that a waiver of any Default or Event of Default will not constitute a postponement of the scheduled maturity

date of any loan, or the date of any scheduled payment of principal, interest or fees payable hereunder), (iv) change the last sentence

of ‎Section 2.08(c), ‎Section 2.18(a), ‎Section 2.18(b), ‎Section 2.18(c) or any other Section

hereof or any other Loan Document providing for the ratable treatment of the Lenders, in each case in a manner that would alter the pro

rata termination of commitments or sharing of payments required thereby, without the written consent of each Lender adversely affected

thereby, (v) change any of the provisions of this Section or the definition of the term “Required Lenders” or “Majority

in Interest” or any other provision of this Agreement or any other Loan Document specifying the number or percentage of Lenders

(or Lenders of any Class) required to waive, amend or otherwise modify any rights thereunder or make any determination or grant any consent

thereunder, without the written consent of each Lender (or each Lender of such Class, as applicable); provided that, with the

consent of the Required Lenders, the provisions of this Section and the definition of the term “Required Lenders”

or “Majority in Interest” may be amended to include references to any new class of loans created under this Agreement

(or to lenders extending such loans) on substantially the same basis as the corresponding references relating to the existing Classes

of Loans or Lenders, (vi) release all or substantially all of the value of the Guarantees provided by the Loan Parties under the Security

Documents, in each case without the written consent of each Lender (except as expressly provided in ‎Section 9.14 or the Security

Documents) (including any such release by the Administrative Agent in connection with any sale or other disposition of any Subsidiary

upon the exercise of remedies under the Security Documents), it being understood and agreed that an amendment or other modification of

the type of obligations guaranteed under the Security Documents shall not be deemed to be a release of any Guarantee), (vii) release

all or substantially all the Collateral from the Liens of the Security Documents without the written consent of each Lender (except as

expressly provided in ‎Section 9.14 or the applicable Security Document (including any such release by the Administrative

Agent in connection with any sale or other disposition of the Collateral upon the exercise of remedies under the Security Documents),

it being understood and agreed that an amendment or other modification of the type of obligations secured by the Security Documents shall

not be deemed to be a release of the Collateral from the Liens of the Security Documents), (viii) waive any condition set forth in ‎Section

4.01(b), or, in the case of any Revolving Loans made or Letters of Credit issued on the Closing Date, ‎Section 4.02, without

the written consent of each Lender with a Revolving Commitment and each Issuing Bank (as applicable), (ix) change any provisions of this

Agreement or any other Loan Document in a manner that by its terms adversely affects the rights in respect of Collateral securing the

obligations owed to, or payments due to, Lenders holding Loans of any Class differently than those holding Loans of any other Class,

without the written consent of Lenders representing a Majority in Interest of each affected Class, (x) change the rights of the Initial

Term Lenders to decline mandatory prepayments as provided in ‎Section 2.11 or the rights of any Additional Lenders of any

Class to decline mandatory prepayments of Term Loans of such Class as provided in the applicable Incremental Facility Amendment, without

the written consent of Initial Term Lenders or Additional Lenders of such Class, as applicable, holding a majority of the outstanding

Initial Term Loans or Incremental Term Loans of such Class, (xi)(A) subordinate the Obligations hereunder in right of payment to any

other Indebtedness or (B) subordinate the Liens on a material portion of the Collateral securing the Obligations to the Liens securing

any other Indebtedness, in the case of either clause (A) and (B), without the written consent of each Lender directly and adversely affected

thereby; provided that it is understood and agreed that only those Lenders that have not been provided a reasonable opportunity

to receive the most-favorable treatment under or in connection with an amendment, waiver or supplement described in this clause (xi)

(other than the right to receive customary administrative agency, arrangement, structuring, underwriting and other similar fees) that

is provided to any other Person, including the opportunity to participate on a pro rata basis on the same terms in any new loans or other

Indebtedness permitted to be issued as a result of such amendment, waiver or supplement, shall be deemed to be directly and adversely

affected by such amendment, waiver or supplement; provided, further, that (1) the incurrence of any “debtor-in-possession”

type facility (other than a “debtor-in-possession” type facility that includes any non-pro rata refinancing, repayment, “roll-up”,

exchange or conversation of all or a portion of the Obligations into such “debtor-in-possession” type facility), and (2)

subordination of the Liens securing the Obligations permitted under Sections ‎6.02(a)(iii), ‎(v), ‎(xvi)

or ‎(xix), or clauses (t) or (u) of the definition of “Permitted Encumbrances”, in each case, as in effect on

the date of this Agreement, shall not be restricted by this clause, or (xii) (A) change ‎Section 6.12 or ‎Section 6.13

(or for the purposes of determining compliance with ‎Section 6.12 or ‎Section 6.13, any defined terms used therein),

(B) waive or consent to any Default or Event of Default resulting from a breach of ‎Section 6.12 or ‎Section 6.13

or (C) alter the rights or remedies of the Required Revolving Lenders arising pursuant to ‎Article VII as a result of a breach

of ‎Section 6.12 or ‎Section 6.13, in each case, without the written consent of the Required Revolving Lenders;

provided, however, that the amendments, modifications, waivers and consents described in this clause (xii) shall not require

the consent of any Lenders other than the Required Revolving Lenders; provided further that (A) no such agreement shall amend,

modify, extend or otherwise affect the rights or obligations of the Administrative Agent or any Issuing Bank without the prior written

consent of the Administrative Agent or such Issuing Bank, as applicable, (B) any waiver, amendment or other modification of this Agreement

that by its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the Lenders of any

other Class) may be effected by an agreement or agreements in writing entered into by Holdings, the Borrower and the requisite number

or percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section if such Class

of Lenders were the only Class of Lenders hereunder at the time (provided that any change that would directly and adversely affect

a Class of Lenders hereunder shall require the written consent of the Majority in Interest with respect to each such Class directly and

adversely affected thereby) and (C) if the terms of any waiver, amendment or other modification of this Agreement or any other Loan Document

provide that any Class of Loans (together with all accrued interest thereon and all accrued fees payable with respect to the Commitments

of such Class) will be repaid or paid in full, and the Commitments of such Class (if any) terminated, as a condition to the effectiveness

of such waiver, amendment or other modification, then so long as the Loans of such Class (together with such accrued interest and fees)

are in fact repaid or paid in full and such Commitments are in fact terminated, in each case prior to or substantially simultaneously

with the effectiveness of such amendment, then such Loans and Commitments shall not be included in the determination of the Required

Lenders with respect to such amendment. Notwithstanding any of the foregoing, (1) no consent with respect to any waiver, amendment or

other modification of this Agreement or any other Loan Document shall be required of any Defaulting Lender, except with respect to any

waiver, amendment 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 affected by such waiver, amendment or other modification, (2) any provision of this Agreement

or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent (i) to

cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to comply with local law or advice of local counsel, (iii) to cause

any guarantee, collateral security document (including Mortgages) or other document to be consistent with this Agreement, the other Loan

Documents and each Acceptable Intercreditor Agreement or (iv) to give effect to the provisions of ‎Section 2.14(b), (c) or

(d) or to amend time periods, minimum amounts and currency exchange rate calculations mechanics with respect to borrowing and payment

mechanics in respect of any Revolving Commitments solely to the extent necessary to implement a Permitted Foreign Currency and (3) this

Agreement may be amended to provide for Incremental Extensions of Credit in the manner contemplated by ‎Section 2.21, the

extension of the Maturity Date as provided in ‎Section 2.22 and the incurrence of Refinancing Revolving Commitments (and Loans

in respect thereof) and Refinancing Term Loan Indebtedness as provided in ‎Section 2.23, in each case without any additional

consents.

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(c)

In connection with any Proposed Change requiring the consent of all Lenders or all affected Lenders, if the consent of the Required Lenders

(and, to the extent any Proposed Change requires the consent of Lenders holding Loans of any Class pursuant to clause (iv) of paragraph

(b) of this Section, the consent of a Majority in Interest of the outstanding Loans and unused Commitments of such Class) to such Proposed

Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender

whose consent is not obtained as described in paragraph (b) of this Section being referred to as a “Non-Consenting Lender”

for purposes of this clause (c)), then the Borrower may, at its sole expense and effort, upon notice to such Non-Consenting Lender and

the Administrative Agent, at the option of the Borrower, (i) require such Non-Consenting Lender to assign and delegate, without recourse

(in accordance with and subject to the restrictions contained in ‎Section 9.04), all its interests, rights and obligations

under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such

assignment); provided that (A) if the Administrative Agent is not such Non-Consenting Lender, the Borrower shall have received

the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, each Issuing Bank), which consent

shall not unreasonably be withheld or delayed, (B) the Borrower or such assignee shall have paid to the Administrative Agent the processing

and recordation fee specified in ‎Section 9.04(b), and (C) the assignee shall have given its consent to such Proposed Change,

or (ii) repay the Loans and participations of LC Disbursements owing to such Non-Consenting Lender and terminate the Commitments of such

Non-Consenting Lender, in each case on a non-pro rata basis, provided, in the case of each of the foregoing clauses (i) and (ii),

(x) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations

in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including, if applicable,

the prepayment fee pursuant to ‎Section 2.11(h)) (with any assignment pursuant to clause (i) being deemed to be an optional

prepayment for purposes of determining the applicability of such Section) from the assignee (in the case of such principal and accrued

interest and fees payable in connection with an assignment pursuant to clause (i)) (other than any fee payable pursuant to ‎Section

2.11(h)) or the Borrower (in the case of all other amounts) (including any amount payable pursuant to ‎Section 2.11(h)),

(y) such assignment or repayment does not conflict with applicable law and (z) as a result of such assignment or repayment and delegation

and any contemporaneous assignments, repayments and delegations and consents, such Proposed Change can be effected, with each Lender

whose Loans and/or participations LC Disbursements have been repaid, and/or whose Commitments have been terminated, in each case in accordance

with the preceding clause (ii) being deemed to have consented to such Proposed Change. Any assignment required pursuant to this ‎Section

9.02(c) may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee,

and the Lender required to make such assignment shall not be required to be a party to such Assignment and Assumption.

(d)

Notwithstanding anything herein to the contrary, the Administrative Agent may, without the consent of any Secured Party, consent to a

departure by any Loan Party from any covenant of such Loan Party set forth in this Agreement or any Security Document to the extent such

departure is consistent with the authority of the Administrative Agent set forth in the definition of the term “Collateral and

Guarantee Requirement”.

(e)

The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute waivers, amendments or other

modifications on behalf of such Lender. Any waiver, amendment or other modification effected in accordance with this Section, shall be

binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

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Section

9.03 Expenses;

Indemnity; Damage Waiver. (a) Expenses. Holdings and the Borrower shall pay, (i) all reasonable, documented and invoiced out

of pocket expenses incurred by the Administrative Agent, the Arrangers, the Syndication Agents, the Documentation Agents and their respective

Affiliates (without duplication), including the reasonable fees and documented charges and disbursements of a single primary counsel

and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each appropriate jurisdiction,

in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar

facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation,

negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications

of the provisions hereof or thereof, (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, any Issuing Bank, any Lender or

any Arranger, including the reasonable, documented and invoiced fees, charges and disbursements of counsel for any of the foregoing,

in connection with the enforcement or protection of its rights in connection with the Loan Documents, 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 in respect of such Loans or Letters of Credit.

(b)

Indemnity. Holdings and the Borrower shall indemnify the Administrative Agent, the Arrangers, the Syndication Agents, the Documentation

Agents, the Lenders, the Issuing Banks 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, penalties, liabilities and related expenses (including

the reasonable and documented fees, charges and disbursements of one firm of counsel for all such Indemnitees, taken as a whole, and,

if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special

counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict

of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel,

of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate

jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee)), incurred

by or asserted against such Indemnitees arising out of, in connection with or as a result of any actual or prospective claim, litigation,

investigation or proceeding relating to (i) the structuring, arrangement and syndication of the credit facilities provided for herein,

the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any other agreement

or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents of their respective

obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby,

(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) or (iii) any actual or alleged presence or Release of Hazardous Materials on, at, to or from any Mortgaged Property

or any other property currently or formerly owned or operated by Holdings, the Borrower or any Subsidiary, or any other Environmental

Liability related in any way to Holdings, the Borrower or any Subsidiary, in each case, whether based on contract, tort or any other

theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing

or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing indemnity shall

not, as to any Indemnitee, apply to any losses, claims, damages, liabilities or related expenses to the extent they are found in a final

and non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the bad faith, willful misconduct or gross

negligence of such Indemnitee, (B) a claim brought by Holdings, the Borrower or any Subsidiary against such Indemnitee for material breach

of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act

or omission by Holdings, the Borrower or any of their respective Affiliates and that is brought by an Indemnitee against any other Indemnitee

(other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling

its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder).

This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax

claim.

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(c)

Reimbursement. To the extent that Holdings and the Borrower fail to indefeasibly pay any amount required to be paid by them under

paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and

without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or such

Related Party, as applicable, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense

or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such

amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified

loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent or such

Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any

Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing

Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity,

only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro

rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and,

except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments,

in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of ‎Section 2.02(a)

(which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph).

(d)

Limitation of Liability. To the fullest extent permitted by applicable law, (i) neither Holdings nor the Borrower shall assert,

or permit any of their respective Affiliates or Related Parties to assert, and each hereby waives, any claim against the Administrative

Agent, any Arranger, any Syndication Agent, any Co-Documentation Agent, any Issuing Bank and any Lender, and any Related Party of the

foregoing Persons (each such Person being called a “Lender-Related Person”) for any damages arising from the use by

others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including

the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction

to have resulted from the bad faith, willful misconduct or gross negligence of any Lender-Related Person or Related Party of any Lender-Related

Person or (ii) neither any Lender-Related Person nor any other party to this Agreement or any other Loan Document shall be liable 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 or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense

reimbursement and indemnification obligations of Holdings and the Borrower set forth in paragraphs (a) and (b) of this ‎Section

9.03.

(e)

Payments. All amounts due under this Section shall be payable promptly after written demand therefor.

Section

9.04 Successors

and Assigns. (a) General. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto

and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit),

except that (i) neither Holdings nor the Borrower may assign, delegate or otherwise transfer any of its rights or obligations hereunder

without the prior written consent of the Administrative Agent and each Lender and (ii) no Lender may assign, delegate or otherwise transfer

its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be

construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including

any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section),

the Arrangers, the Syndication Agents, the Documentation Agents and, to the extent expressly contemplated hereby, the Related Parties

of any of the Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent, any Issuing Bank and any Lender) any

legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b)

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign and delegate

to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of

its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably

withheld or delayed); provided that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of

any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default

of the type set forth in ‎Section 7.01(a), ‎(b) or, solely with respect to any Loan Party, ‎(h) or ‎(i)

has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to

have consented to an assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice

to the Administrative Agent within ten Business Days after having received notice thereof, (B) the Administrative Agent (such consent

not to be unreasonably withheld or delayed); provided that no consent of the Administrative Agent shall be required for an assignment

and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and

(C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment and delegation of all or

a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure.

(i)

Assignments and delegations shall be subject to the following additional conditions: (A) except in the case of an assignment and delegation

to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment and delegation 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

and delegation (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment and delegation

or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment and delegation is

delivered to the Administrative Agent) shall not be less than $5,000,000 or, in the case of Term Loans, $1,000,000 (treating contemporaneous

assignments by or to two or more Approved Funds as a single assignment for purposes of such minimum transfer amount), unless each of

the Borrower and the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed); provided

that no such consent of the Borrower shall be required if an Event of Default of the type set forth in in ‎Section 7.01(a),

‎(b) or, solely with respect to a Loan Party, ‎(h) or ‎(i) has occurred and is continuing, (B) each

partial assignment and delegation shall be made as an assignment and delegation of a proportionate part of all the assigning Lender’s

rights and obligations under this Agreement; provided that this clause (B) shall not be construed to prohibit the assignment and

delegation 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 and delegation shall execute and deliver to the Administrative Agent an Assignment and Assumption,

together with a processing and recordation fee of $3,500; provided that (1) the Administrative Agent may waive or reduce such

fee in its sole discretion and (2) with respect to any assignment and delegation pursuant to ‎Section 2.19(b) or ‎Section

9.02(c), the parties hereto agree that such assignment and delegation may be effected pursuant to an Assignment and Assumption executed

by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not

be a party thereto, and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required

by ‎Section 2.17(f) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom

all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with

the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws.

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(ii)

Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified

in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned and delegated

by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder

shall, to the extent of the interest assigned and delegated by such Assignment and Assumption, be released from its obligations under

this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under

this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of (and subject to the

obligations and limitations of) Sections ‎2.15, ‎2.16, ‎2.17 and ‎9.03 and to any fees payable

hereunder that have accrued for such Lender’s account but have not yet been paid). Any assignment, delegation or other transfer

by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this

Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with ‎Section 9.04(c).

(iii)

The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices

a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,

and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to

the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest

error, and Holdings, the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is

recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice

to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it, any Issuing Bank

or any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(iv)

Upon receipt by the Administrative Agent of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee,

the assignee’s completed Administrative Questionnaire and any tax forms required by ‎Section 2.17(f) (unless the assignee

shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written

consent to such assignment and delegation required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment

and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not

be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably

believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in proper form, it

being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining

(or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption,

any such duty and obligation being solely with the assigning Lender and the assignee. No assignment or delegation shall be effective

for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording,

unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent,

which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any

defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an

Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this

Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption

is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall

be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee.

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(v)

The words “execution”, “signed”, “signature” and words of like import in any Assignment and Assumption

shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal

effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as applicable,

to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce

Act, the New York State Electronic Signatures and Records Act or any other similar State laws based on the Uniform Electronic Transactions

Act.

(c)

Participations. Any Lender may, without the consent of the Borrower, the Administrative Agent or any Issuing Bank, sell participations

to one or more Eligible Assignees (each, a “Participant”) in all or a portion of such Lender’s rights and/or

obligations under this Agreement (including all or a portion of its Commitments and Loans of any Class); provided that (A) such

Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other

parties hereto for the performance of such obligations (C) Holdings, the Borrower, the Administrative Agent, the Issuing Banks and the

other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations

under this Agreement and (D) the Participant will under no circumstances (x) be subrogated to, or substituted in respect of, the Lender’s

claims under this Agreement and (y) have otherwise any contractual relationship with, or rights against, the Borrower under or in relation

to this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall

retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement

or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent

of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii), (iii), (vi) or (vii) in the first proviso

to ‎Section 9.02(b) that affects such Participant or requires the approval of all the Lenders. Holdings and the Borrower agree

that each Participant shall be entitled to the benefits of Sections ‎2.15, ‎2.16 and ‎2.17 (subject

to the requirements and limitations therein, including the requirements under Section ‎Section 2.17(f) (it being understood

and agreed that the documentation required under ‎Section 2.17(f) shall be delivered to the participating Lender)) to the

same extent as if it were a Lender and had acquired its interest by assignment and delegation pursuant to paragraph (b) of this Section;

provided that such Participant (A) agrees to be subject to the provisions of Sections ‎2.18 and ‎2.19 as

if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Section

‎2.15 or ‎2.17, with respect to any participation, than its participating Lender would have been entitled to receive,

except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired

the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable

efforts to cooperate with the Borrower to effectuate the provisions of ‎Section 2.19(b) with respect to any Participant. To

the extent permitted by law, each Participant also shall be entitled to the benefits of ‎Section 9.08 as though it were a

Lender; provided that such Participant agrees to be subject to ‎Section 2.18(c) as though it were a Lender. Each Lender

that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which

it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest

in the Loans or other obligations under this Agreement or any other Loan Document (the “Participant Register”); provided

that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant

or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under

this Agreement or any other Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such

Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury

Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person

whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding

any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have

no responsibility for maintaining a Participant Register.

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(d)

Certain Pledges. Any Lender may, without the consent of the Borrower, the Administrative Agent or any Issuing Bank, at any time

pledge or assign a security interest in all or any portion of its rights under this Agreement (other than to a natural person) to secure

obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other “central”

bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or

assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee

for such Lender as a party hereto.

(e)

Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including, without limitation,

the definition of “Eligible Assignee”), any Lender may assign and delegate all or a portion of its Term Loans to any

Purchasing Borrower Party (x) through open market purchases made by such Purchasing Borrower Party on a non-pro rata basis (subject to

clause (v) below) or (y) otherwise in accordance with clauses (i) through (vii) below (which assignment and delegation, in the case of

the foregoing clauses (x) and (y) will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents);

provided that, in the case of assignments and delegations made pursuant to the foregoing clause (y):

(i)

no Default or Event of Default has occurred and is continuing or would result therefrom;

(ii)

each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and

the Auction Procedures;

(iii)

the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver

to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption;

(iv)

for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to a

Purchasing Borrower Party;

(v)

to the extent permitted by applicable law, any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically

and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any

purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses

by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in

the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any purchase of Term Loans pursuant to this

paragraph (f) shall not constitute a voluntary prepayment of Term Loans for purposes of this Agreement);

(vi)

the Purchasing Borrower Party shall either (A) not have any MNPI that has not been disclosed to the assigning Lender (other than any

such Lender that does not wish to receive MNPI) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party

or (B) advise the assigning Lender that it cannot make the statement in the foregoing clause (A), except to the extent that such Lender

has entered into a customary “big boy” letter with Holdings or the Borrower; and

(vii)

no Purchasing Borrower Party may use the proceeds from Revolving Loans to purchase any Term Loans.

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(f)

Disqualified Institutions. The Administrative Agent (i) shall have no obligation with respect to, and shall bear no responsibility

or liability for, the ascertaining, monitoring, inquiring or enforcing of the list of Persons who are Disqualified Institutions (or any

provisions relating thereto) at any time, and shall have no liability with respect to or arising out of any assignment or participation

of any Loans to any Disqualified Institution and (ii) may share a list of Persons who are Disqualified Institutions with any Lender,

Participant, or any prospective assignee or Participant, upon request. Notwithstanding anything to the contrary set forth in this Agreement,

if the Borrower consents in writing to an Assignment and Assumption to any Person or to otherwise permit any Person to become a Lender

or Participant hereunder, such Person shall not be considered a Disqualified Institution, whether or not they would otherwise be considered

a Disqualified Institution pursuant to this Agreement.

Section

9.05 Survival.

All covenants, agreements, representations and warranties made by the Loan Parties in this Agreement and the other Loan Documents and

in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall

be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and

the other Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any

such other party or on its behalf and notwithstanding that the Administrative Agent, the Arrangers, any Syndication Agent, any Documentation

Agent, any Issuing Bank, any Lender or any Affiliate of any of the foregoing may have had notice or knowledge of any Default or incorrect

representation or warranty at the time this Agreement or any other Loan Document is executed and delivered or any credit is extended

hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or

any other amount payable under this Agreement is outstanding and unpaid or any LC Exposure is outstanding and so long as the Commitments

have not expired or terminated. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement or any other

Loan Document, in the event that, in connection with the refinancing or repayment in full of the credit facilities provided for herein,

an Issuing Bank shall have provided to the Administrative Agent a written consent to the release of the Revolving Lenders from their

obligations hereunder with respect to any Letter of Credit issued by such Issuing Bank (whether as a result of the obligations of the

Borrower (and any other account party) in respect of such Letter of Credit having been collateralized in full by a deposit of cash with

such Issuing Bank, or being supported by a letter of credit that names such Issuing Bank as the beneficiary thereunder, or otherwise),

then from and after such time such Letter of Credit shall cease to be a “Letter of Credit” outstanding hereunder for

all purposes of this Agreement and the other Loan Documents, and the Revolving Lenders shall be deemed to have no participations in such

Letter of Credit, and no obligations with respect thereto, under ‎Section 2.05(d) or ‎2.05(e). The provisions of

Sections ‎2.15, ‎2.16, ‎2.17, ‎2.18(e) and ‎9.03 and ‎Article VIII

shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment

or prepayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement

or any provision hereof.

Section

9.06 Counterparts;

Integration; Effectiveness. (a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts),

each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement,

the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the syndication

of the Loans and Commitments constitute the entire contract among the parties relating to the subject matter hereof and supersede any

and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in ‎Section

4.01(a), this Agreement shall become effective when it shall have been executed by the Administrative Agent and the Administrative

Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and

thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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(b)

Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment,

approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to ‎Section 9.01),

certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions

contemplated hereby and/or thereby (each an “Ancillary Document”) that is an electronic signature transmitted by telecopy,

emailed pdf or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery

of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,”

“signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any

other Loan Document and/or any Ancillary Document shall be deemed to include electronic signatures, deliveries or the keeping of records

in any electronic form (including deliveries by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual

executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,

physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, provided that nothing herein shall

require the Administrative Agent to accept electronic signatures in any form or format without its prior written consent and pursuant

to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent

has agreed to accept any electronic signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such electronic

signature purportedly given by or on behalf of, Holdings, the Borrower or any other Loan Party without further verification thereof and

without any obligation to review the appearance or form of any such electronic signature and (ii) upon the request of the Administrative

Agent or any Lender, any electronic signature shall be promptly followed by a manually executed counterpart. Without limiting the generality

of the foregoing, Holdings, the Borrower and each Loan Party hereby (i) agrees that, for all purposes, including without limitation,

in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative

Agent, the Lenders, Holdings, the Borrower and the Loan Parties, electronic signatures transmitted by telecopy, emailed pdf. or any other

electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other

Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii)

the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document

and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary

course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered

an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument,

defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary

Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document,

respectively, including with respect to any signature pages thereto and (iv) waives any claim against any Lender-Related Person for any

losses, claims, damages and liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or

use of electronic signatures and/or transmissions by telecopy, emailed pdf or any other electronic means that reproduces an image of

an actual executed signature page, including any such losses, claims, damages and liabilities arising as a result of the failure of Holdings,

the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission

of any electronic signature.

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Section

9.07 Severability.

Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective

to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining

provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any

other jurisdiction.

Section

9.08 Right

of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at

any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general

or special, time or demand, provisional or final, in whatever currency) or other amounts at any time held and other obligations (in whatever

currency) at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings or the Borrower against

any of and all the obligations then due of Holdings or the Borrower now or hereafter existing under this Agreement held by such Lender

or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement

and although such obligations of Holdings or the Borrower are owed to a branch or office of such Lender or such Issuing Bank different

from the branch or office holding such deposit or obligated on such Indebtedness. Each Lender and each Issuing Bank agrees to notify

the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give or

any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of each

Lender and each Issuing Bank under this Section are in addition to other rights and remedies (including other rights of setoff) that

such Lender or such Issuing Bank may have.

Section

9.09 Governing

Law; Jurisdiction; Consent to Service of Process. (a) This Agreement and any claim, controversy, dispute or cause of action (whether

in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall

be governed by, and construed in accordance with, the law of the State of New York.

(b)

Each of Holdings and the Borrower irrevocably and unconditionally agrees that it will not, and will not permit any controlled Subsidiary

to, commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort

or otherwise, against the Administrative Agent, any Lender, any Issuing Bank or any Related Party of any of the foregoing in any way

relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts

of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and

any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits, for itself and its property,

to the jurisdiction of such courts and agrees that all claims in respect of any action, litigation or proceeding shall be heard and determined

in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court. Each party hereto agrees that

a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit

on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent,

any Lender or any Issuing Bank may otherwise have to bring any action, litigation or proceeding relating to this Agreement or any other

Loan Document against any Loan Party or any of its properties in the courts of any jurisdiction.

179

(c)

Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that

it may now or hereafter have to the laying of venue of any action, litigation or proceeding arising out of or relating to this Agreement

or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives,

to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such

court.

(d)

Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in ‎Section 9.01.

Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other

manner permitted by law.

Section

9.10 WAIVER

OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE

TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT

OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES

THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,

IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN

INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS

SECTION.

Section

9.11 Headings.

Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement

and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section

9.12 Confidentiality.

Each of the Administrative Agent, the Lenders and the Issuing Banks agrees to maintain the confidentiality of the Information (as defined

below), except that Information may be disclosed (a) to its Related Parties, including accountants, legal counsel and other agents and

advisors, it being understood and agreed that the Persons to whom such disclosure is made will be informed of the confidential nature

of such Information and instructed to keep such Information confidential and any failure of such Persons acting on behalf of the Administrative

Agent, any Issuing Bank or the relevant Lender to comply with this ‎Section 9.12 shall constitute a breach of this ‎Section

9.12 by the Administrative Agent, such Issuing Bank or the relevant Lender, as applicable, (b) to the extent required or requested

by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority,

such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any

subpoena or similar legal process (provided, that to the extent practicable and permitted by law, the Borrower has been notified

prior to such disclosure so that the Borrower may seek, at the Borrower’s sole expense, a protective order or other appropriate

remedy), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other

Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder

or thereunder, provided that each Lender and the Administrative Agent shall use commercially reasonable efforts to ensure that

such Information is kept confidential in connection with the exercise of such remedies (f) subject to an agreement containing confidentiality

undertakings substantially similar to those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of

or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its Related

Parties) to any Hedging Agreement relating to Holdings, the Borrower or any Subsidiary and its obligations hereunder or under any other

Loan Document, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the

credit facilities provided for herein or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring

of CUSIP numbers with respect to the credit facilities provided for herein, (h) with the consent of the Borrower, (i) to the extent such

Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative

Agent, any Lender or any Issuing Bank or any Affiliate of any of the foregoing on a non-confidential basis from a source other than Holdings,

the Borrower or any Subsidiary, which source is not known by the recipient of such information to be subject to a confidentiality obligation

or (j) to any credit insurance or reinsurance provider relating to the Borrower or its Obligations. For purposes of this Section, “Information”

means all information received from Holdings, the Borrower or any Subsidiary relating to Holdings, the Borrower or any Subsidiary or

their businesses, other than any such information that is available to the Administrative Agent, any Lender or any Issuing Bank on a

nonconfidential basis prior to disclosure by Holdings or the Borrower. Any Person required to maintain the confidentiality of Information

as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree

of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. For the

avoidance of doubt, nothing herein prohibits any individual from communicating or disclosing information regarding suspected violations

of laws, rules, or regulations to a governmental regulatory, or self-regulatory authority without any notification to any person.

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Section

9.13 Interest

Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan or participation

in any LC Disbursement, together with all fees, charges and other amounts that are treated as interest on such Loan or LC Disbursement

or participation therein under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the

“Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Lender or Issuing Bank holding

such Loan or LC Disbursement or participation therein in accordance with applicable law, the rate of interest payable in respect of such

Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,

the interest and Charges that would have been payable in respect of such Loan or LC Disbursement or participation therein but were not

payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender or Issuing

Bank in respect of other Loans or LC Disbursements or participation therein or periods shall be increased (but not above the Maximum

Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment,

shall have been received by such Lender or Issuing Bank.

Section

9.14 Release

of Liens and Guarantees. Subject to the reinstatement provisions set forth in any applicable Security Document, a Loan Party (other

than Holdings) shall automatically be released from its obligations under the Loan Documents, and all security interests created by the

Security Documents in Collateral owned by such Loan Party shall be automatically released, upon (or substantially contemporaneously with)

the consummation of any transaction permitted by this Agreement as a result of which such Loan Party ceases to be a Restricted Subsidiary

or becomes an Excluded Subsidiary; provided that, if so required by this Agreement, the Required Lenders (or if applicable, the

Lenders) shall have consented to such transaction and the terms of such consent shall not have provided otherwise; provided further

that such Loan Party shall not be released from its obligations under the Loan Documents due to such Loan Party becoming a non-wholly

owned Subsidiary of Holdings unless (1) such transaction is entered into by the Borrower or its applicable Subsidiary for a bona fide

operating business purpose (as determined in good faith by the Borrower) and, for the avoidance of doubt, not for the primary purpose

of causing such Loan Party to be released from its obligations under the Loan Documents as a result of such Loan Party otherwise constituting

an Excluded Subsidiary as a result of becoming non-wholly owned, (2) such Equity Interests are issued or transferred either (I) to a

Person that does not constitute an Affiliate of the Borrower at the time thereof or (II) subject to the reasonable consent of the Administrative

Agent (not to be unreasonably withheld or delayed), to an Affiliate of the Borrower in connection with a joint venture arrangement established

for a bona fide operating business purpose and (3) after giving effect to the applicable release on a Pro Forma Basis, the Borrower is

deemed to have made a new Investment in such Person on the date of such release (as if such Restricted Subsidairy was not a Loan Party)

in an amount equal to the portion of the fair market value (as determined in good faith by the Borrower) of the Borrower’s retained

ownership interest in such Restricted Subsidiary and such Investment would be permitted under this Agreement. Upon any sale or other

transfer by any Loan Party (other than to Holdings, the Borrower or any other Loan Party) of any Collateral in a transaction permitted

under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security

Document in any Collateral pursuant to ‎Section 9.02, the security interests in such Collateral created by the Security Documents

shall be automatically released. Upon the release of any Loan Party from its Guarantee (other than Holdings) in compliance with this

Agreement, the security interest in any Collateral owned by such Loan Party created by the Security Documents shall be automatically

released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security

interest created by the Security Documents in the Equity Interests of such Unrestricted Subsidiary shall be automatically released. On

the date on which all (1) Obligations have been paid in full in cash (other than (v) Secured Hedging Obligations not yet due and payable,

(w) Secured Cash Management Obligations not yet due and payable, (x) Secured Supply Chain Financing Obligations not yet due and payable

(y) Secured Additional Letter of Credit Facility Obligations not yet due and payable and (z) contingent indemnification obligations not

yet accrued and payable) and (2) all Letters of Credit have expired or been terminated (other than Letters of Credit that have been cash

collateralized or backstopped in an amount, by an institution and otherwise pursuant to arrangements reasonably satisfactory to the applicable

Issuing Bank), all obligations under the Loan Documents and all security interests under the Security Documents shall be automatically

released. In connection with any termination or release pursuant to this ‎Section 9.14, the Administrative Agent shall execute

and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to file

or register in any office, or to evidence, such termination or release. Any execution and delivery of documents pursuant to this Section

shall be without recourse to or warranty by the Administrative Agent. Each of the Secured Parties irrevocably authorizes the Administrative

Agent, at its option and in its discretion, to effect the releases set forth in this Section.

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Section

9.15 USA

PATRIOT Act Notice. Each Lender, each Issuing Bank and the Administrative Agent (for itself and not on behalf of any Lender) hereby

notifies each Loan Party that, pursuant to the requirements of the USA PATRIOT Act and the Beneficial Ownership Regulation, it is required

to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such Loan

Party and other information that will allow such Lender, such Issuing Bank or the Administrative Agent, as applicable, to identify such

Loan Party in accordance with the USA PATRIOT Act and the Beneficial Ownership Regulation, and each Loan Party agrees to provide such

information from time to time to such Lender, such Issuing Bank and the Administrative Agent, as applicable.

Section

9.16 No

Fiduciary Relationship. Each of Holdings and the Borrower, on behalf of itself and its subsidiaries, agrees that in connection with

all aspects of the transactions contemplated hereby and any communications in connection therewith, Holdings, the Borrower, the Subsidiaries

and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Syndication Agents, the Documentation

Agents, the Lenders, the Issuing Banks and their respective Affiliates, on the other hand, will have a business relationship that does

not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, the Arrangers, the Syndication Agents,

the Documentation Agents, the Lenders, the Issuing Banks or their respective Affiliates, and no such duty will be deemed to have arisen

in connection with any such transactions or communications. The Administrative Agent, the Arrangers, the Syndication Agents, the Documentation

Agents, the Lenders, the Issuing Banks and their respective Affiliates may be engaged, for their own accounts or the accounts of customers,

in a broad range of transactions that involve interests that differ from those of Holdings, the Borrower, the Subsidiaries and their

respective Affiliates, and none of the Administrative Agent, the Arrangers, the Syndication Agents, the Documentation Agents, the Lenders,

the Issuing Banks or any of their respective Affiliates has any obligation to disclose any of such interests to Holdings, the Borrower,

the Subsidiaries or any of their respective Affiliates. To the fullest extent permitted by law, each of Holdings and the Borrower hereby

waives and releases any claims that it or any of its Affiliates may have against the Administrative Agent, the Arrangers, the Syndication

Agents, the Documentation Agents, the Lenders, the Issuing Banks or any of their respective Affiliates with respect to any breach or

alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section

9.17 Non-Public

Information. (a) Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by Holdings,

the Borrower or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be

syndicate-level information, which may contain MNPI. Each Lender represents to Holdings, the Borrower and the Administrative Agent that

(i) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures

and applicable law, including Federal, State and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire

a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including

Federal, State and foreign securities laws.

182

(b)

Holdings, the Borrower and each Lender acknowledge that, if information furnished Holdings or the Borrower pursuant to or in connection

with this Agreement is being distributed by the Administrative Agent through the Platform, (i) the Administrative Agent may post any

information that Holdings or the Borrower has indicated as containing MNPI solely on that portion of the Platform as is designated for

Lenders’ employees and representatives willing to receive such MNPI (such employees and representatives, “Private-Siders”);

and (ii) if Holdings or the Borrower has not indicated whether any information furnished by it pursuant to or in connection with this

Agreement contains MNPI, the Administrative Agent reserves the right to post such information solely on that portion of the Platform

as is designated for Private-Siders. Each of Holdings and the Borrower agrees to clearly designate all information provided to the Administrative

Agent by or on behalf of Holdings or the Borrower that is suitable to be made available to Lenders’ public-side employees and representatives

who do not wish to receive MNPI, and the Administrative Agent shall be entitled to rely on any such designation by Holdings and the Borrower

without liability or responsibility for the independent verification thereof.

Section

9.18 Acknowledgement

and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any

other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender

or Issuing Bank that is an Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion

Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)

the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder

which may be payable to it by any Lender or Issuing Bank party hereto that is an Affected Financial Institution; and

(b)

the effects of any Bail-In Action on any such liability, including, if applicable:

(i)

a reduction in full or in part or cancellation of any such liability;

(ii)

a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,

its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments

of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;

(iii)

the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable

Resolution Authority.

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Section

9.19 Judgment

Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan

Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures

the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final

judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder

or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other

than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”),

be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so

due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency

with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative

Agent from the Borrower in the Agreement Currency, the Borrower agree, as a separate obligation and notwithstanding any such judgment,

to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement

Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees

to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable Law).

Section

9.20 Cashless

Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all

or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms

of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

Section

9.21 Acknowledgement

Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging

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 provision 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.

[Signature

Pages Follow]

184

WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the

day and year first above written.

ADI

GLOBAL DISTRIBUTION INC., as Holdings,

By:

/s/

Jeannine Lane

Name:

Jeannine

Lane

Title:

Secretary

ADI

GLOBAL DISTRIBUTION FUNDING LLC, as Borrower,

By:

/s/

Jeannine Lane

Name:

Jeannine

Lane

Title:

Secretary

[Signature Page to Credit Agreement]

JPMORGAN

CHASE BANK, N.A., as the Administrative Agent, as a Term Lender, a Revolving Lender and an Issuing Bank,

/s/

Alaina Moran

Name:

Alaina

Moran

Title:

Vice

President

[Signature Page to Credit Agreement]

BANK

OF AMERICA, N.A., as a Revolving Lender and as an Issuing Bank

/s/

Kevin O’Sullivan

Name:

Kevin

O’Sullivan

Title:

Vice

President

[Signature Page to Credit Agreement]

WELLS

FARGO BANK, NATIONAL ASSOCIATION, as a Revolving Lender and as an Issuing Bank

/s/

John Hancey

Name:

John

Hancey

Title:

Managing

Director

[Signature Page to Credit Agreement]

BNP

PARIBAS, as a Revolving Lender and as an Issuing Bank

/s/

Michael Lefkowitz

Name:

Michael

Lefkowitz

Title:

Director

/s/

Matthew Beauvais

Name:

Matthew

Beauvais

Title:

Vice

President

[Signature Page to Credit Agreement]

PNC

BANK, NATIONAL ASSOCIATION, as a Revolving Lender and as an Issuing Bank

/s/

Michael Cuccia

Name:

Michael

Cuccia

Title:

Senior

Vice President

[Signature Page to Credit Agreement]

TRUIST

BANK, as a Revolving Lender and as an Issuing Bank

/s/

David Miller

Name:

David

Miller

Title:

Director

[Signature Page to Credit Agreement]

U.S.

Bank National Association, as a Revolving Lender and as an Issuing Bank

/s/

Michael Feldman

Name:

Michael

Feldman

Title:

Vice

President

[Signature Page to Credit Agreement]

ROYAL

BANK OF CANADA, as a Revolving Lender and as an Issuing Bank

/s/

Richard Donnelly

Name:

Richard

Donnelly

Title:

Director,

Corporate Client Group - Finance

[Signature Page to Credit Agreement]

CITIZENS

BANK, N.A., as a Revolving Lender and as an Issuing Bank

/s/

William J. O’Meara

Name:

William

J. O’Meara

Title:

Director

[Signature Page to Credit Agreement]

CITIBANK,

N.A., as a Revolving Lender and as an Issuing Bank

/s/

Hans Lin

Name:

Hans

Lin

Title:

Director

[Signature Page to Credit Agreement]

KEYBANK

NATIONAL ASSOCIATION, as a Revolving Lender

/s/

Drew Thurston

Name:

Drew

Thurston

Title:

Vice

President

[Signature Page to Credit Agreement]

THE

BANK OF NOVA SCOTIA, as a Revolving Lender

/s/

Adnan Osman

Name:

Adnan

Osman

Title:

Director

[Signature Page to Credit Agreement]

BARCLAYS

BANK PLC, as a Revolving Lender

/s/

Ritam Bhalla

Name:

Ritam

Bhalla

Title:

Director

[Signature Page to Credit Agreement]

THE

HUNTINGTON NATIONAL BANK, as a Revolving Lender

/s/

Janet Wheeler

Name:

Janet

Wheeler

Title:

Senior

Vice President

[Signature Page to Credit Agreement]

THE

HUNTINGTON NATIONAL BANK, as a Revolving Lender

/s/

James Belletire

Name:

James

Belletire

Title:

Managing

Director

[Signature Page to Credit Agreement]

EX-99.1 — PRESS RELEASE DATED JULY 1, 2026

EX-99.1

Filename: ea029642801ex99-1.htm · Sequence: 4

Exhibit

99.1

Resideo

Board of Directors Sets Record Date and Announces Expected Timing for Spin-off of ADI Global Distribution

● Record

date set for July 20, 2026

● Distribution

expected to occur on August 3, 2026, with common shareholders of record expected to receive

one share of ADI common stock for every two shares of Resideo common stock owned

● ADI

expected to begin trading on NYSE on August 4, 2026, under the ticker symbol “ADIG”

● ADI

completes $400 million senior notes offering and enters into a credit agreement with respect

to a $600 million term loan facility and a $500 million revolving facility in connection

with the planned spin-off

SCOTTSDALE,

Ariz., July 1, 2026 – Resideo Technologies, Inc. (NYSE: REZI) (“Resideo”) today announced that its Board of Directors

(the “Board”) has formally approved the planned spin-off (the “Spin-Off”) of its ADI Global Distribution business.

The Board also has set a record date of July 20, 2026 (the “Record Date”) and a distribution date of August 3, 2026 in connection

with the Spin-Off.

execute the Spin-Off, Resideo will distribute all of the issued and outstanding shares of ADI Global Distribution Inc. (“ADI”)

common stock pro rata to Resideo common shareholders of record on the Record Date. The distribution will occur at 5:00 p.m., eastern

time, on August 3, 2026 (the “Distribution Date”), on the basis of a distribution ratio of one share of ADI common stock

for every two shares of Resideo common stock held as of the close of business on the Record Date.

Following

the distribution, ADI common stock is expected to begin trading on the New York Stock Exchange (“NYSE”) on August 4, 2026,

under the ticker symbol “ADIG.” Resideo will continue to trade on the NYSE under the ticker symbol “REZI.”

Completion

of the Spin-Off is conditioned upon the satisfaction or waiver of certain conditions as set forth in the form of Separation and Distribution

Agreement filed with the U.S. Securities and Exchange Commission (“SEC”) as part of the registration statement on Form 10.

The

Spin-Off is expected to be tax-free to Resideo shareholders for U.S. federal income tax purposes, except for cash that shareholders may

receive in lieu of fractional shares.

vote or action is required by Resideo’s common shareholders to receive the special stock dividend of shares of ADI common stock.

The ADI common stock issued in the distribution will be in book-entry form. Resideo common shareholders who hold their shares through

brokers or other nominees will have their shares of ADI common stock credited to their accounts by their nominees or brokers.

Resideo

plans to send an information statement regarding this transaction to common shareholders on or around July 20, 2026. The information

statement will include details on the distribution and will be posted under the Investor Relations tab on Resideo’s website at:

https://investor.resideo.com/overview/default.aspx

When-Issued

Trading Market

Resideo

anticipates that ADI common stock will begin trading on the NYSE under the ticker symbol “ADIG WI” on a “when-issued”

basis on or about July 29, 2026. ADI common stock is expected to begin “regular-way” trading on the NYSE under the ticker

symbol “ADIG” on August 4, 2026.

of Resideo common stock are expected to continue to trade “regular-way” on the NYSE under the current ticker symbol “REZI”

through the Distribution Date. However, beginning on July 29, 2026 and continuing through August 3, 2026, it is expected that there will

be two markets in Resideo common stock on the NYSE: a “regular-way” market under Resideo’s current ticker symbol “REZI,”

in which Resideo shares will trade with the right to receive shares of ADI common stock on the Distribution Date, and an “ex distribution”

market under the ticker symbol “REZI WI”, in which Resideo shares will trade without the right to receive shares of ADI common

stock on the Distribution Date.

Resideo

shareholders are encouraged to consult their financial advisors regarding the specific implications of buying, selling or holding shares

of Resideo common stock on or before the Distribution Date.

Completion

of ADI’s $400 Million Senior Notes Offering and Entry Into Senior Secured Credit Facilities

Resideo

also announced the successful closing of the offering of $400 million aggregate principal amount of 7.125% Senior Notes due 2034 (the

“Notes”) issued by ADI Escrow Issuer LLC, a wholly owned subsidiary of ADI (the “Escrow Issuer”), on June 30,

2026. The Notes bear interest at a rate of 7.125% per annum, payable semi-annually in arrears on January 15 and July 15 of each year,

beginning on January 15, 2027, and will mature on July 15, 2034. In connection with the consummation of the Spin-Off, the Notes will

be assumed by ADI Global Distribution Funding LLC (“ADI Funding”), a wholly owned subsidiary of ADI, and guaranteed by ADI

and each of ADI’s subsidiaries that also guarantees the Senior Secured Credit Facilities.

addition, on July 1, 2026, ADI Funding entered into a $600 million senior secured term B loan facility (the “Term Facility”)

and a $500 million senior secured revolving credit facility (the “Revolving Facility” and, together with the Term Facility,

the “Senior Secured Credit Facilities”). The Term Facility is expected to be funded on the Distribution Date, subject to

customary conditions.

ADI

intends to use a portion of the gross proceeds of the Notes, together with borrowings under the Term Facility, to make a distribution

to Resideo in connection with the Spin-Off and to pay fees, costs and expenses in connection with the Senior Secured Credit Facilities

and the Notes offering. ADI intends to use the remaining proceeds, if any, for general corporate purposes. ADI expects the Revolving

Facility to be undrawn upon completion of the Spin-Off.

Resideo

and ADI Investor Days

previously announced, Resideo and ADI will host Investor Days in New York City on July 13, 2026, and July 14, 2026, respectively. Both

events will take place at the New York Stock Exchange and will include management presentations, product showcases and Q&A sessions

with executive management. During the events, members of the leadership teams will provide details on Resideo’s and ADI’s

standalone businesses, longer-term financial outlooks and respective value creation strategies.

Live

webcasts of the events, along with related presentation materials, will be available on Resideo’s Investor Relations website. Replays

of the webcasts will be available following the presentations.

About

Resideo

is a leading global manufacturer, developer, and distributor of technology-driven sensing and controls products and solutions for residential

and commercial end-markets. We are a leader in the home heating, ventilation, and air conditioning controls markets, smoke and carbon

monoxide detection home safety and fire suppression products markets, and security products markets. Our solutions and services can be

found in over 150 million residential and commercial spaces globally, with tens of millions of new devices sold annually.

About

ADI

is a global specialty distributor of professionally installed low-voltage products serving commercial and residential markets through

an omnichannel go-to-market platform. Within North America, ADI is the market-leading distributor in the professionally installed security,

fire/life safety and audio-visual product categories. We offer over 500,000 products from more than 1,000 suppliers across key specialty

low-voltage categories with strong proximity to our customers with a large network of store locations.

Forward-Looking

Statements

This

press release contains forward-looking statements, including, but not limited to, those regarding the Spin-Off and the expected timing

of the Spin-Off, the release of net proceeds from the Notes offering and borrowing of the Term Facility and other future events or developments.

Forward-looking statements are typically identified by such words as “anticipate,” “believe,” “could,”

“estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should,”

“will,” and similar expressions, although not all forward-looking statements contain these words. These statements are based

on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially

from those projected. Among the factors that could cause actual results to differ materially from those expressed or implied in any forward-looking

statements are the possibility that the conditions to the Spin-Off may not be obtained or satisfied within the expected timeframe or

at all; that the Spin-Off may not be completed on the anticipated terms or timing or may not occur at all; that the Spin-Off may not

achieve the intended strategic, operational, or financial benefits for Resideo, ADI, their respective businesses, or shareholders; that

Resideo or ADI may experience operational or other disruptions as a result of the separation, including those relating to information

technology systems, business processes, internal controls, customer and vendor relationships, and workforce alignment. Each separated

company’s ability to succeed as an independent enterprise will depend on numerous factors, including the execution of their respective

strategies and plans, access to capital markets, the competitive landscape, and general business and economic conditions. Other risks

and uncertainties include, but are not limited to the risks described under the headings “Risk Factors” and “Cautionary

Statement Concerning Forward-Looking Statements” in Resideo’s Annual Report on Form 10-K for the year ended December 31,

2025 and other periodic reports, as well as risks described under the heading “Risk Factors” and “Cautionary Statement

Concerning Forward-Looking Statements” in the Form 10 filed by ADI Global Distribution Inc. with the SEC.

All

statements, other than statements of fact, that address activities, events or developments that we or our management intend, expect,

project, believe or anticipate will or may occur in the future are forward-looking statements. Although we believe forward-looking statements

are based upon reasonable assumptions, such statements involve known and unknown risks and uncertainties, which may cause the actual

results or performance of Resideo or ADI to differ materially from such forward-looking statements. Forward-looking statements are not

guarantees of future performance, and actual results, developments, and business decisions may differ from those envisaged by our forward-looking

statements. Except as required by law, we undertake no obligation to update such statements to reflect events or circumstances arising

after the date of this press release and we caution investors not to place undue reliance on any such forward-looking statements.

Contacts:

Investors:

Christopher

T. Lee

Global

Head of Strategic Finance

investorrelations@resideo.com

Media:

Garrett

Terry

Corporate

Communications Manager

garrett.terry@resideo.com

Dan

Moore, Tali Epstein

Collected

Strategies

Resideo-CS@collectedstrategies.com

Source

Resideo

Technologies, Inc.

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